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

                                   FORM 10-K/A

               AMENDMENT NO. 2 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
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             (Exact name of registrant as specified in its charter)


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

One Allied Drive, Little Rock, Arkansas                    72202    
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(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
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                                (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 28, 1999 - $16,836,745,818
                    ---------------

       Common shares outstanding, February 28, 1999 - 281,198,260
                                                      -----------

                       DOCUMENTS INCORPORATED BY REFERENCE
Document                                                       Incorporated Into
--------                                                       -----------------
Proxy statement for the 1999 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 1998 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.
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         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 - Finance 
                                                     and Treasurer
                                                    April 30, 1999


<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.






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<PAGE>

                                  EXHIBIT INDEX
                                  -------------

Number and Name                                                            
---------------                                                            
   (23)(a)    Consent of Arthur Andersen LLP (filed herewith).             

   (23)(b)    Consent of Ernst & Young LLP. (Financial statements          
              of 360 Communications Company Retirement Savings 
              Plan for the year ended December 31, 1997 are not
              included separately in this Form 10-K/A)

   (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 (filed herewith).

   (99)(b)    Form 11-K information for the 360 Communications Company      
              Retirement Savings Plan as of December 31, 1998 and 1997 
              and for the year ended December 31, 1998 (filed herewith).




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