EXHIBIT 99 (a)



                          FORM 11-K INFORMATION FOR THE

                         ALLTEL CORPORATION THRIFT PLAN

                        AS OF DECEMBER 31, 1998 AND 1997

                    AND FOR THE YEAR ENDED DECEMBER 31, 1998




                                       


<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, 1998 and 1997

         3.   Statement of Changes in Net Assets Available for Benefits
              with Fund Information for the year ended December 31, 1998

         4.   Notes to Financial Statements and Supplemental Schedules as
              of December 31, 1998 and 1997

         5.   Schedule of Assets Held for Investment Purposes as of 
              December 31, 1998

         6.   Schedule of Loans or Fixed Income Obligations as of 
              December 31, 1998

         7.   Schedule of Reportable Transactions for the year ended 
              December 31, 1998

         The Consent of Independent Public Accountants to the inclusion of the
foregoing financial statements herein is being filed as Exhibit 23(a) to this
Report.




                                       

<PAGE>
                        ALLTEL CORPORATION THRIFT PLAN


                FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
                        As of December 31, 1998 and 1997
                         TOGETHER WITH AUDITORS' REPORT


<PAGE>




                         ALLTEL CORPORATION THRIFT PLAN

            INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES

                        As of December 31, 1998 and 1997




Report of Independent Public Accountants                                  1

Financial Statements:

     Statements of Net Assets Available for Benefits with Fund
       Information as of December 31, 1998 and 1997                       2 - 3

      Statement of Changes in Net Assets Available for Benefits
       with Fund Information for the year ended December 31, 1998         4

Notes to Financial Statements and Supplemental Schedules                  5 - 11

Supplemental Schedules:

      Schedule I: Line 27a - Schedule of Assets Held for Investment
       Purposes as of December 31, 1998                                   12

      Schedule II: Line 27b - Schedule of Loans or Fixed Income
       Obligations as of December 31, 1998                                13

      Schedule III: Line 27d - Schedule of Reportable Transactions
       for the year ended December 31, 1998                               14



<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, 1998 and
1997, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1998. These financial statements and the
schedules referred to below are the responsibility of ALLTEL Corporation 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, 1998 and 1997, and the changes in net assets available for benefits
for the year ended December 31, 1998, 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. These supplemental
schedules are the responsibility of the Plan's administrator. 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 16, 1999.


<PAGE>
<TABLE>
<CAPTION>

                                                  ALLTEL CORPORATION THRIFT PLAN

                               STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION

                                                      As of December 31, 1998


                                                                    Fund Information (Note 2)
                                        -----------------------------------------------------------------------------------------
                                                                       Participant Directed
                                        -----------------------------------------------------------------------------------------
                                                                         BZW Barclays Global Investors, N.A.
                                                        -------------------------------------------------------------------------
                                          ALLTEL
                                        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):
  ALLTEL Corporation Common Stock       $48,835,291
  Mutual Investment Funds                               $ 7,865,945     $38,212,851     $10,501,580                    $1,498,674
  BZW Barclays Global Investors, N.A.
    Money Market Fund                                                                                   $37,789,343
  Chase Manhattan Bank Cash Investment
    Money Market Fund                       669,555             165                                          71,861
  Participant Loans
                                        -----------     -----------     -----------     -----------     -----------   -----------
      Total investments                  49,504,846       7,866,110      38,212,851      10,501,580      37,861,204     1,498,674
                                        -----------     -----------     -----------     -----------     -----------   -----------

Receivables:
  Employer's contribution                         -               -               -               -               -             -
  Accrued interest and dividends            245,906               -               -               -               -             -
  Due from (to) other funds                  91,683         (15,483)         15,874            (294)        (99,280)       11,980
                                        -----------     -----------     -----------     -----------     -----------   -----------
  Total receivables                         337,589         (15,483)         15,874            (294)        (99,280)       11,980
                                        -----------     -----------     -----------     -----------     -----------   -----------

  Total assets                           49,842,435       7,850,627      38,228,725      10,501,286      37,761,924     1,510,654

LIABILITIES:
  Due to broker                             269,423               -               -               -               -             -
                                        -----------     -----------     -----------     -----------     -----------    ----------

NET ASSETS AVAILABLE
  FOR BENEFITS                          $49,573,012     $ 7,850,627     $38,228,725     $10,501,286     $37,761,924    $1,510,654
                                        ===========     ===========     ===========     ===========     ===========    ==========





                                  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

                                                     As of December 31, 1998


                                                                        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):
  ALLTEL Corporation Common Stock
  Mutual Investment Funds               $ 4,529,259    $18,491,212    $ 4,383,859    $ 5,456,798    $58,186,801    $95,675,388
  BZW Barclays Global Investors, N.A.
    Money Market Fund
  Chase Manhattan Bank Cash Investment
    Money Market Fund
  Participant Loans
                                        -----------    -----------    -----------    -----------    -----------    -----------
      Total investments                   4,529,259     18,491,212      4,383,859      5,456,798     58,186,801     95,675,388
                                        -----------    -----------    -----------    -----------    -----------    -----------

Receivables:
  Employer's contribution                         -              -              -              -              -              -
  Accrued interest and dividends                  -              -              -              -              -              -
  Due from (to) other funds                  (3,072)         1,869             12         15,859        (19,416)           268
                                        -----------    -----------    -----------    -----------    -----------    -----------
  Total receivables                          (3,072)         1,869             12         15,859        (19,416)           268
                                        -----------    -----------    -----------    -----------    -----------    -----------

  Total assets                            4,526,187     18,493,081      4,383,871      5,472,657     58,167,385     95,675,656

LIABILITIES:
  Due to broker                                   -              -              -              -              -              -
                                        -----------    -----------    -----------    -----------    -----------    -----------

NET ASSETS AVAILABLE
  FOR BENEFITS                          $ 4,526,187    $18,493,081    $ 4,383,871    $ 5,472,657    $58,167,385    $95,675,656
                                        ===========    ===========    ===========    ===========    ===========    ===========

</TABLE>
   
<PAGE>

<TABLE>
<CAPTION>

                                                  ALLTEL CORPORATION THRIFT PLAN

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

                                                      As of December 31, 1998


                                                      Fund Information (Note 2)
                                          ------------------------------------------------
                                                                                         
                                                        Participant Directed   
                                                        --------------------   
                                            
                                                                            
                                           Participant                      
                                              Loans            Other            Total
                                           -----------      -----------      ------------
 


ASSETS:
<S>                                        <C>             <C>               <C>
Investments, at fair value
  (Schedule I and Note 2):
  ALLTEL Corporation Common Stock                                            $ 48,835,291
  Mutual Investment Funds                                                     244,802,367
  BZW Barclays Global Investors, N.A.
    Money Market Fund                                                          37,789,343
  Chase Manhattan Bank Cash Investment
    Money Market Fund                                                             741,581
  Participant Loans                        $ 4,839,385                          4,839,385
                                           -----------     -----------       ------------
      Total investments                      4,839,385               -        337,007,967
                                           -----------     -----------       ------------

Receivables:
  Employer's contribution                            -     $11,188,514         11,188,514
  Accrued interest and dividends                     -               -            245,906
  Due from (to) other funds                          -               -                  -
                                           -----------     -----------       ------------
  Total receivables                                  -      11,188,514         11,434,420
                                           -----------     -----------       ------------

  Total assets                               4,839,385      11,188,514        348,442,387

LIABILITIES:
  Due to broker                                      -               -            269,423
                                           -----------     -----------       ------------

NET ASSETS AVAILABLE
  FOR BENEFITS                             $ 4,839,385     $11,188,514       $348,172,964
                                           ===========     ===========       ============

</TABLE>
                                                  
<PAGE>
<TABLE>
<CAPTION>

                                                  ALLTEL CORPORATION THRIFT PLAN

                               STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION

                                                      As of December 31, 1997


                                                                    Fund Information (Note 2)
                                        -----------------------------------------------------------------------------------------
                                                                       Participant Directed
                                        -----------------------------------------------------------------------------------------
                                                                         BZW Barclays Global Investors, N.A.
                                                        -------------------------------------------------------------------------
                                          ALLTEL
                                        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):
  ALLTEL Corporation Common Stock       $28,079,988
  Mutual Investment Funds                               $ 5,865,478     $27,507,451     $ 9,333,392                    $1,460,952
  Bankers Trust Pyramid Open-End
    Government Investment Contract Fund
  BZW Barclays Global Investors, N.A.
    Money Market Fund                                                                                   $31,167,627
  Nations Cash Reserves Capital Class
    Money Market Fund                       359,575                                                           3,965
  Participant Loans
                                        -----------     -----------     -----------     -----------     -----------   -----------
      Total investments                  28,439,563       5,865,478      27,507,451       9,333,392      31,171,592     1,460,952
                                        -----------     -----------     -----------     -----------     -----------   -----------

Receivables:
  Employer's contribution                         -               -               -               -               -             -
  Accrued interest and dividends            201,115               -               -               -           2,190             -
                                        -----------     -----------     -----------     -----------     -----------   -----------
      Total receivables                     201,115               -               -               -           2,190             -
                                        -----------     -----------     -----------     -----------     -----------   -----------

NET ASSETS AVAILABLE
  FOR BENEFITS                          $28,640,678     $ 5,865,478     $27,507,451     $ 9,333,392     $31,173,782    $1,460,952
                                        ===========     ===========     ===========     ===========     ===========    ==========





                                  The accompanying notes are an integral part of this statement.

</TABLE>

                                                                 3

<PAGE>

<TABLE>
<CAPTION>

                                                  ALLTEL CORPORATION THRIFT PLAN

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

                                                     As of December 31, 1997


                                                                        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):
  ALLTEL Corporation Common Stock
  Mutual Investment Funds               $ 2,931,006    $16,504,765    $ 2,601,154    $ 3,662,688    $52,373,883    $68,801,357
  Bankers Trust Pyramid Open-End
    Government Investment Contract Fund
  BZW Barclays Global Investors, N.A.
    Money Market Fund
  Nations Cash Reserves Capital Class
    Money Market Fund
  Participant Loans
                                        -----------    -----------    -----------    -----------    -----------    -----------
      Total investments                   2,931,006     16,504,765      2,601,154      3,662,688     52,373,883     68,801,357
                                        -----------    -----------    -----------    -----------    -----------    -----------

Receivables:
  Employer's contribution                         -              -              -              -              -              -
  Accrued interest and dividends                  -              -              -              -              -              -
                                        -----------    -----------    -----------    -----------    -----------    -----------
      Total receivables                           -              -              -              -              -              -
                                        -----------    -----------    -----------    -----------    -----------    -----------
NET ASSETS AVAILABLE
  FOR BENEFITS                          $ 2,931,006    $16,504,765    $ 2,601,154    $ 3,662,688    $52,373,883    $68,801,357
                                        ===========    ===========    ===========    ===========    ===========    ===========

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                  ALLTEL CORPORATION THRIFT PLAN

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

                                                      As of December 31, 1997


                                                                   Fund Information (Note 2)
                                          ------------------------------------------------------------------------------
                                                                                          Non-Participant
                                                               Participant Directed          Directed
                                                           ----------------------------     -----------
                                            Government
                                            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):
  ALLTEL Corporation Common Stock                                                                           $ 28,079,988
  Mutual Investment Funds                                                                                    191,042,126
  Bankers Trust Pyramid Open-End
    Government Investment Contract Fund     $   892,570                                                          892,570
  BZW Barclays Global Investors, N.A.
    Money Market Fund                                                                                         31,167,627
  Nations Cash Reserves Capital Class
    Money Market Fund                           957,631                                     $   408,903        1,730,074
  Participant Loans                                         $ 4,300,465                                        4,300,465
                                            -----------     -----------     -----------     -----------     ------------
      Total investments                       1,850,201       4,300,465               -         408,903      257,212,850
                                            -----------     -----------     -----------     -----------     ------------

Receivables:
  Employer's contribution                             -               -     $ 9,663,516               -        9,663,516
  Accrued interest and dividends                  4,604               -               -               -          207,909
                                            -----------     -----------     -----------     -----------     ------------
      Total receivables                           4,604               -     $ 9,663,516               -        9,871,425
                                            -----------     -----------     -----------     -----------     ------------
NET ASSETS AVAILABLE
  FOR BENEFITS                              $ 1,854,805     $ 4,300,465     $ 9,663,516     $   408,903     $267,084,275
                                            ===========     ===========     ===========     ===========     ============

</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, 1998


                                                                      Fund Information (Note 2)
                                       ------------------------------------------------------------------------------------------

                                                                         Participant Directed
                                       ------------------------------------------------------------------------------------------
                                                                           BZW Barclays Global Investors, N.A.
                                                       --------------------------------------------------------------------------
                                         ALLTEL
                                       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
                                       -----------     -----------     -----------     -----------     -----------     ----------
<S>                                    <C>             <C>             <C>             <C>             <C>             <C>
ADDITIONS:
  Investment income:
    Dividend income                    $   883,006     $         -     $         -     $         -     $         -     $        -
    Interest income                         36,547             165               -               -       1,872,852              -
    Net appreciation in fair
      value of investments              14,672,764       1,186,840       8,261,223         812,980               -        135,926
                                       -----------     -----------     -----------     -----------     -----------     ----------
        Total investment income         15,592,317       1,187,005       8,261,223         812,980       1,872,852        135,926
                                       -----------     -----------     -----------     -----------     -----------     ----------

  Contributions:
    Employer                                     -               -               -               -               -              -
    Employee                             2,397,473       1,313,019       3,883,348         942,974       2,180,065        167,621
    Employee rollovers                     344,632          88,936         360,752          38,780         264,052          3,256
                                       -----------     -----------     -----------     -----------     -----------    -----------
        Total contributions              2,742,105       1,401,955       4,244,100         981,754       2,444,117        170,877
                                       -----------     -----------     -----------     -----------     -----------    -----------

  Interfund transfers, net               4,285,506         (18,917)        909,801         563,731       7,196,935        187,539
  Transfers from other plans               249,886          50,591          80,107          30,012         826,964          2,601
                                       -----------     -----------     -----------     -----------     -----------    -----------
        Total additions                 22,869,814       2,620,634      13,495,231       2,388,477      12,340,868        496,943
                                       -----------     -----------     -----------     -----------     -----------    -----------

DEDUCTIONS:
  Benefit payments and withdrawals       1,937,480         635,485       2,773,957       1,220,583       5,752,726        447,241
                                       -----------     -----------     -----------     -----------     -----------    -----------
        Total deductions                 1,937,480         635,485       2,773,957       1,220,583       5,752,726        447,241
                                       -----------     -----------     -----------     -----------     -----------    -----------

        Net increase (decrease)         20,932,334       1,985,149      10,721,274       1,167,894       6,588,142         49,702

NET ASSETS AVAILABLE
  FOR BENEFITS:

  Beginning of year                     28,640,678       5,865,478      27,507,451       9,333,392      31,173,782      1,460,952
                                       -----------     -----------     -----------     -----------     -----------    -----------

  End of year                          $49,573,012     $ 7,850,627     $38,228,725     $10,501,286     $37,761,924    $ 1,510,654
                                       ===========     ===========     ===========     ===========     ===========    ===========


                                  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, 1998


                                                                      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
                                       -----------     -----------     -----------     -----------     -----------     ----------
<S>                                    <C>             <C>             <C>             <C>             <C>             <C>
ADDITIONS:
  Investment income:
    Dividend income                    $         -     $         -     $         -     $         -     $ 3,316,425    $ 4,415,119
    Interest income                              -               -               -               -              42              -
    Net appreciation in fair
      value of investments                 496,397       2,962,554         711,344       1,004,299       2,988,612     19,290,984
                                       -----------     -----------     -----------     -----------     -----------    -----------
        Total investment income            496,397       2,962,554         711,344       1,004,299       6,305,079     23,706,103
                                       -----------     -----------     -----------     -----------     -----------    -----------

  Contributions:
    Employer                                     -               -               -               -               -              -
    Employee                               540,619       1,365,153         718,015       1,016,819       6,155,577      7,971,142
    Employee rollovers                      74,364          75,469         181,379          48,294         524,742        759,150
                                       -----------     -----------     -----------     -----------     -----------    -----------
        Total contributions                614,983       1,440,622         899,394       1,065,113       6,680,319      8,730,292
                                       -----------     -----------     -----------     -----------     -----------    -----------

  Interfund transfers, net                 625,810        (914,664)        635,872         272,482      (1,950,543)      (306,211)
  Transfers from other plans                62,683          55,954          68,847          19,584         128,874        262,720   
                                       -----------     -----------     -----------     -----------     -----------    -----------
        Total additions                  1,799,873       3,544,466       2,315,457       2,361,478      11,163,729     32,392,904
                                       -----------     -----------     -----------     -----------     -----------    -----------

DEDUCTIONS:
  Benefit payments and withdrawals         204,692       1,556,150         532,740         551,509       5,370,227      5,518,605
                                       -----------     -----------     -----------     -----------     -----------    -----------
        Total deductions                   204,692       1,556,150         532,740         551,509       5,370,227      5,518,605
                                       -----------     -----------     -----------     -----------     -----------    -----------

        Net increase (decrease)          1,595,181       1,988,316       1,782,717       1,809,969       5,793,502     26,874,299

NET ASSETS AVAILABLE
  FOR BENEFITS:

  Beginning of year                      2,931,006      16,504,765       2,601,154       3,662,688      52,373,883     68,801,357
                                       -----------     -----------     -----------     -----------     -----------    -----------

  End of year                          $ 4,526,187     $18,493,081     $ 4,383,871     $ 5,472,657     $58,167,385    $95,675,656
                                       ===========     ===========     ===========     ===========     ===========    ===========

</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, 1998


                                                             Fund Information (Note 2)
                                       ---------------------------------------------------------------------------
                                                                                     Non-Participant
                                                Participant Directed                    Directed
                                       -------------------------------------------     -----------
                                      
                                       Government
                                       Investment                                        Money
                                        Contract       Participant                       Market
                                          Fund            Loans           Other           Fund            Total
                                       -----------     -----------     -----------     -----------     ------------
<S>                                    <C>             <C>             <C>             <C>             <C>
ADDITIONS:
  Investment income:
    Dividend income                    $         -     $         -     $         -     $         -     $  8,614,550
    Interest income                          3,594         347,293               -               -        2,260,493
    Net appreciation in fair
      value of investments                       -               -               -               -       52,523,923
                                       -----------     -----------     -----------     -----------     ------------
    Total investment income                  3,594         347,293               -               -       63,398,966
                                       -----------     -----------     -----------     -----------     ------------

  Contributions:
    Employer                                     -               -      11,188,514               -       11,188,514
    Employee                                     -               -               -               -       28,651,825
    Employee rollovers                           -               -               -               -        2,763,806
                                       -----------     -----------     -----------     -----------     ------------
    Total contributions                          -               -      11,188,514               -       42,604,145
                                       -----------     -----------     -----------     -----------     ------------

  Interfund transfers, net              (1,853,563)        438,641      (9,663,516)       (408,903)               -
  Transfers from other plans                     -               -               -               -        1,838,823
                                       -----------     -----------     -----------     -----------     ------------
    Total additions                     (1,853,563)        785,934       1,524,998        (408,903)     107,841,934
                                       -----------     -----------     -----------     -----------     ------------

DEDUCTIONS:
  Benefit payments and withdrawals           4,836         247,014               -               -       26,753,245
                                       -----------     -----------     -----------     -----------     ------------
    Total deductions                         4,836         247,014               -               -       26,753,245
                                       -----------     -----------     -----------     -----------     ------------

    Net increase (decrease)             (1,854,805)        538,920       1,524,998        (408,903)      81,088,689

NET ASSETS AVAILABLE
  FOR BENEFITS:

  Beginning of year                      1,854,805       4,300,465       9,663,516         408,903      267,084,275
                                       -----------     -----------     -----------     -----------     ------------

  End of year                          $         -     $ 4,839,385     $11,188,514     $         -     $348,172,964
                                       ===========     ===========     ===========     ===========     ============

</TABLE>

<PAGE>



                         ALLTEL CORPORATION THRIFT PLAN

            NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES

                           DECEMBER 31, 1998 AND 1997


1.       PLAN 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. The Plan covers
         substantially all nonbargaining employees of ALLTEL Corporation and its
         subsidiaries ("ALLTEL" or the "Company"). Employees who are (1) covered
         by a collective bargaining agreement, subject to certain limitations,
         (2) leased by the Company or (3) nonresident aliens with no U.S. income
         are not eligible to participate in the Plan.

         Administration

         The Plan is administered by ALLTEL Corporation (the "Administrator").
         Chase Manhattan Bank ("Chase" or the "Trustee") is the trustee of the
         Plan.

         Plan Contributions

         Each year, participants may contribute up to 10 percent (increased to
         14 percent for payroll periods beginning after December 19, 1998) 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
         $10,000 for 1998 and $9,500 for 1997. Employees considered "highly
         compensated" as defined in the Plan document are currently limited to
         contributing up to 7 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.

         In addition to the 1 percent nonelective employer contribution,
         employees of ALLTEL Information Services, Inc. (a wholly-owned
         subsidiary of ALLTEL) and its subsidiaries may receive a matching
         employer contribution. The amount of the match is determined each year
         by the Company. In 1998, 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 12 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.

                                        5


<PAGE>


                         ALLTEL CORPORATION THRIFT PLAN

      NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued

                                      ----

         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, if applicable, 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, ($5,000
         after December 31, 1998). The Plan's obligation for the undistributed
         net assets of former employees approximated $56,941,000 and $49,321,000
         as of December 31, 1998 and 1997, respectively. As of December 31, 1998
         and 1997, the Plan had 15,086 and 15,210 participants with account
         balances, respectively.

         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, ($5,000 after December 31, 1998), 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, ($5,000 after December 31, 1998), the
         account will be distributed in a lump-sum payment. Additionally,
         participants may withdraw funds, with the approval of the
         Administrator, from their Plan account for "hardship" reasons as
         defined by the IRS.

         Plan Termination

         While it has not expressed any intention to do so, the Administrator
         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").



                                       6


<PAGE>


                         ALLTEL CORPORATION THRIFT PLAN

      NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued

                                      ----

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. The preparation of financial
         statements in conformity with generally accepted accounting principles
         requires the Administrator to make estimates and assumptions that
         affect the amount of assets, liabilities and disclosures of certain
         contingent assets and liabilities at the date of the financial
         statements and the reported amount of income and expenses during the
         reporting period. The estimates and assumptions used in the
         accompanying financial statements are based upon the Administrator's
         evaluation of the relevant facts and circumstances as of the date of
         the financial statements. Actual results may differ from those
         estimates and assumptions.

         Investments

         During 1998, 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. Among the Plan's investment options are investment
         funds managed by BZW Barclays Global Investors, N.A. ("Barclays") and
         by Fidelity Investments ("Fidelity"). A brief description of each
         investment option available to plan participants during 1998 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.

         A brief description of the nine investment funds managed by Barclays 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.

                                       7


<PAGE>


                         ALLTEL CORPORATION THRIFT PLAN

      NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
                                      ----


              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.

         Following is a brief description of the two investment funds managed by
         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.

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

         During 1998, two investment funds, the Government Investment Contract
         Fund and a Money Market Fund managed by NationsBank of Texas, N.A. were
         liquidated by the Plan. Prior to liquidation, no additional
         contributions or investments were made to either of these funds. Upon
         liquidation, participants could elect to transfer their account
         balances invested in these funds to one of the other investment
         options. If no election was made by a participant, then his/her account
         balance was transferred to the Barclays Money Market Fund. A brief
         description of the two liquidated funds is as follows:

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

              Money Market Fund - The assets of this fund were invested in money
              market instruments.

         Any excess cash in the above investment funds is automatically invested
         daily by the Trustee into the Chase Cash Investment 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.




                                       8


<PAGE>


                             ALLTEL CORPORATION THRIFT PLAN

      NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued

                                      ----


         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 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.
         All investments that represent 5 percent or more of the Plan's total
         net assets as of December 31, 1998 and 1997 are presented separately in
         the accompanying statements of net assets available for benefits.

         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 1998.

3.       PARTICIPANT LOANS

         Participants can borrow from their account balances amounts not to
         exceed 50 percent of their 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 are secured by the
         balance in the participant's account and bear interest at rates
         determined by the Administrator upon execution of the loan. Interest
         rates on the loans outstanding at December 31, 1998 range from 6
         percent to 11 percent. 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 $11,188,514 due to the Plan from the
         Company had not been funded or allocated among the Plan's funds as of
         December 31, 1998. The employer's contribution receivable was funded by
         the Company and allocated among the Plan's investment funds, according
         to participant elections, during April 1999.









                                       9


<PAGE>


                         ALLTEL CORPORATION THRIFT PLAN

      NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued

                                      ----

5.       PLAN AMENDMENTS

         During 1997, the following amendments to the Plan agreement were
         adopted:

         6.   Provided for service crediting under the Plan to certain employees
              of ALLTEL Information Services, Inc. or its subsidiaries who
              became eligible participants of the Plan pursuant to facilities
              management agreements entered into during 1996.

         7.   Provided for service crediting under the Plan to certain employees
              of ALLTEL Information Services, Inc. or its subsidiaries who
              became eligible participants of the Plan pursuant to facilities
              management agreements entered into during 1997.

         During 1998, the following amendments to the Plan agreement were
         adopted:

         8.   Provided for service crediting under the Plan to certain employees
              of ALLTEL Information Services, Inc. or its subsidiaries who 
              became eligible participants of the Plan pursuant to facilities 
              management agreements entered into during 1997.  Provided for 
              service crediting under the Plan to certain employees of Frontier
              Cellular of Alabama, Inc. ("Frontier") who became eligible 
              participants of the Plan as a result of ALLTEL's acquisition of 
              Frontier during 1997.

         9.   Provided for the transfer of assets during 1998 from the WSFS
              Financial Corporation 401(k) Savings and Retirement Plan into the
              Plan. The assets are attributable to former employees of WSFS
              Financial Corporation who, pursuant to an outsourcing agreement,
              became employees of ALLTEL Information Services, Inc. and are
              eligible participants of the Plan.

        10.   Increased the maximum employee salary deferral contribution amount
              from 10 percent of eligible plan compensation to 14 percent,
              effective for payroll periods beginning after December 19, 1998.

        11.   Increased the limits at which benefits can be unilaterally
              distributed to participants of the Plan from $3,500 to $5,000,
              effective for distributions settled after December 31, 1998.
              Provided that members of certain bargaining units that were
              decertified in 1998 and became participants of the Plan would be
              eligible to receive the 1998 employer contribution.  Provided for
              service crediting under the Plan to certain employees of ALLTEL
              Information Services, Inc. or its subsidiaries who became eligible
              participants of the Plan pursuant to facilities management
              agreements entered into during 1998.  Provided for service
              crediting under the Plan to former employees of 360 Communications
              Company ("360") who terminated service with 360 prior to its 
              merger with ALLTEL and were hired by the Company.








                                       10


<PAGE>


                         ALLTEL CORPORATION THRIFT PLAN

      NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued

                                      ----

6.       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 
         Nos. 5 through 11 have not yet been filed with the IRS. The 
         Administrator is 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.

7.       RECONCILIATION TO FORM 5500

         As of December 31, 1998 and 1997, the Plan had pending distributions to
         participants who elected to withdraw from the Plan of $296,842 and
         $150,699, 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,
         1998:

<TABLE>
<CAPTION>

                                         Benefits        Distributions      Net Assets Available for Benefits
                                         Payable        to Participants          1998               1997      
                                         --------       ---------------     --------------    ---------------
         <S>                             <C>               <C>               <C>                <C>
         Per financial statements        $      -          $26,753,245       $348,172,964       $267,084,275

         Accrued benefits payable         296,842              296,842           (296,842)          (150,699)

         Reversal of prior year
           benefit payments accrual             -             (150,699)                 -                  -
                                         --------          -----------       ------------       ------------
                     
         Per Form 5500                   $296,842          $26,899,388       $347,876,122       $266,933,576
                                         ========          ===========       ============       ============

</TABLE>




                                      11


<PAGE>

<TABLE>

                                                                                               Schedule I

                                          ALLTEL CORPORATION THRIFT PLAN
                           Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                                              As of December 31, 1998
<CAPTION>

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                515,935            $  6,800,248       $  7,865,945
       S&P 500 Equity Index Fund                    1,957,826              25,285,535         38,212,851
       U.S. Debt Index Fund                           744,687               9,327,777         10,501,580
       LifePath 2000 Fund                             117,774               1,362,644          1,498,674
       LifePath 2010 Fund                             318,760               3,799,384          4,529,259
       LifePath 2020 Fund                           1,197,928              12,915,227         18,491,212
       LifePath 2030 Fund                             266,366               3,361,514          4,383,859
       LifePath 2040 Fund                             315,750               4,147,781          5,456,798
                                                                         ------------       ------------
                                                                           67,000,110         90,940,178
                                                                         ------------       ------------
Mutual Investment Funds Managed by
    Fidelity Investments:
       Equity-Income Fund                           1,047,467              45,184,895         58,186,801
       Magellan Fund                                  791,884              66,497,559         95,675,388
                                                                         ------------       ------------
                                                                          111,682,454        153,862,189
                                                                         ------------       ------------
         Total Mutual Investment Funds                                    178,682,564        244,802,367
                                                                         ------------       ------------

Money Market Investment Funds:
    BZW Barclays Global Investors, N.A.
        Money Market Fund                          37,789,343              37,789,343         37,789,343
  * Chase Manhattan Bank Cash Investment
        Money Market Fund                             741,581                 741,581            741,581
                                                                         ------------       ------------
         Total Money Market Funds                                          38,530,924         38,530,924
                                                                         ------------       ------------

Other Investments:
  * ALLTEL Corporation Common Stock                   816,473              23,388,792         48,835,291
  * Participants Loans with interest rates
     ranging from 6.00 percent to 11.00 percent             -               4,839,385          4,839,385
                                                                         ------------       ------------

         Total Investments                                               $245,441,665       $337,007,967
                                                                         ============       ============



*  Indicates a party in interest.



                            The accompanying notes are an integral part of this schedule.

</TABLE>

                                                          12


<PAGE>

<TABLE>

                                                                                                                       Schedule II
                                                  ALLTEL CORPORATION THRIFT PLAN
                                     Line 27b - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
                                                     As of December 31, 1998
<CAPTION>
                                                              Detailed description of loan including date of
                   Original   Amount Received      Unpaid     making and maturity, interest rate, the type and
  Identity and      Amount  During Reporting Year  Balance    value of collateral, any renegotiation of the loan    Amount Overdue
Address of Obligor of Loan   Principal  Interest  at Year-End and terms of renegotiation and other material items Principal Interest
------------------ -------   ---------  --------  ----------- --------------------------------------------------- --------- --------
<S>                <C>        <C>        <C>       <C>        <C>                                                  <C>       <C>
*Various           $356,270   $28,914    $7,487    $260,514   Loans issued September 20, 1990 through              $78,033   $9,020
  Participants                                                September 15, 1998; loan terms of 12 to 240
                                                              months with interest rates of 7.0 percent to
                                                              10.46 percent. Loans are collateralized by
                                                              value of participants' account balance. Loans
                                                              will be defaulted and deducted from future 
                                                              amounts distributed to participants. Loan defaults
                                                              will be reported as taxable income to the
                                                              participants.
                                                                                            







     *  Indicates parties in interest.






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

                                                                13


<PAGE>

<TABLE>

                                                                                                                     Schedule III

                                                  ALLTEL CORPORATION THRIFT PLAN
                                        Line 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (a)
                                               For the year ended December 31, 1998

<CAPTION>

                                                         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>
*ALLTEL Corporation            ALLTEL Corporation
                                 Common Stock                81      $10,570,726      34     $ 4,488,186  $ 4,114,478  $  373,708

BZW Barclays Global            S&P 500 Equity
   Investors, N.A.               Index Fund                 131       10,946,547     110       8,520,371    7,632,947     887,424

BZW Barclays Global
   Investors, N.A.             Money Market Fund            134       23,245,507     121      16,623,791   16,623,791          --

*Chase Manhattan Bank          Chase Manhattan Bank
                                 Cash Investment
                                 Money Market Fund          198       61,639,280     167      60,898,582   60,898,582          --

Fidelity Investments           Equity-Income Fund           105       14,561,813     140      11,737,506   11,471,102     266,404

Fidelity Investments           Magellan Fund                116       21,237,259     128      13,654,213   12,534,899   1,119,314





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


         The accompanying notes are an integral part of this schedule.

</TABLE>

                                       14