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

                                    FORM 10-K

       (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934
               For the fiscal year ended December 31, 1999
                                         ---------------------------------------
                                       or
       (  )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934
               For the transition period from                to
                                                 ------------  -----------------

                          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
  Peferred 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
--------                                                    ------------------
Portions of the annual report to stockholders
   for the year ended December 31, 1999                     Parts I, II and IV
Proxy statement for the 2000 Annual Meeting
   of stockholders                                          Part III
The Exhibit Index is located on pages 25 to 30.


<PAGE>





                               ALLTEL Corporation
                                Form 10-K, Part I

Item 1.  Business
-------  --------
                                   THE COMPANY
                                   -----------
GENERAL
-------
ALLTEL Corporation ("ALLTEL" or the "Company") is a customer-focused information
technology company that provides wireline and wireless communications and
information services. The Company owns subsidiaries that provide wireless and
wireline local, long-distance, network access and Internet services, wide-area
paging service and information processing management services and advanced
application software. Telecommunications products are warehoused and sold by the
Company's distribution subsidiary. A subsidiary also publishes telephone
directories for affiliates and other independent telephone companies. The
Company is incorporated in the state of Delaware.

FORWARD-LOOKING STATEMENTS
--------------------------
This Form 10-K and future filings by the Company on Form 10-Q and Form 8-K and
future oral and written statements by the Company and its management may
include, certain forward-looking statements, including (without limitation)
statements with respect to anticipated future operating and financial
performance, growth opportunities and growth rates, acquisition and divestitive
opportunities, and other similar forecasts and statements of expectation. Words
such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates," and "should," and variations of these words and similar
expressions, are intended to identify these forward-looking statements.
Forward-looking statements by the Company and its management are based on
estimates, projections, beliefs and assumptions of management and are not
guarantees of future performance. The Company disclaims any obligation to update
or revise any forward-looking statement based on the occurrence of future
events, the receipt of new information, or otherwise.

Actual future performance, outcomes and results may differ materially from those
expressed in forward-looking statements made by the Company and its management
as a result of a number of important factors. Representative examples of these
factors include (without limitation) rapid technological developments and
changes in the telecommunications and information services industries; ongoing
deregulation (and the resulting likelihood of significantly increased price and
product/service competition) in the telecommunications industry as a result of
the Telecommunications Act of 1996 and other similar federal and state
legislation and the federal and state rules and regulations enacted pursuant to
that legislation; regulatory limitations on the Company's ability to change its
pricing for communications services; the possible future unavailability of
Statement of Financial Accounting Standards No. 71 to the Company's wireline
subsidiaries; continuing consolidation in certain industries, such as banking,
served by the Company's information services business; and the risks associated
with relatively large, multi-year contracts in the Company's information
services business. In addition to these factors, actual future performance,
outcomes and results may differ materially because of other, more general,
factors including (without limitation) general industry and market conditions
and growth rates, domestic and international economic conditions, governmental
and public policy changes and the continued availability of financing in the
amounts, at the terms and on the conditions necessary to support the Company's
future business.




                                        1


<PAGE>


                               ALLTEL Corporation
                                Form 10-K, Part I

Item 1.  Business
-------  --------
                             THE COMPANY (continued)
                             -----------

AGREEMENT - EXCHANGE OF WIRELESS ASSETS
---------------------------------------
On January 31, 2000, ALLTEL, Bell Atlantic Corporation ("Bell Atlantic"), GTE
Corporation ("GTE") and Vodafone Airtouch signed agreements to exchange wireless
properties in 13 states. Upon the closing of the transactions, Bell Atlantic and
GTE will transfer to ALLTEL interests in 27 wireless markets in Alabama,
Arizona, Florida, Ohio, New Mexico, Texas and South Carolina, representing about
14 million potential customers ("POPs") and more than 1.5 million wireless
customers. ALLTEL will transfer to Bell Atlantic or GTE interests in 42 wireless
markets in Illinois, Indiana, Iowa, Nevada, New York and Pennsylvania,
representing 6.3 million POPs and more than 700,000 customers. ALLTEL will also
transfer certain of its minority investments in unconsolidated wireless
properties, representing approximately 2.6 million POPs. In addition to the
transfer of wireless assets, ALLTEL will also pay approximately $600 million in
cash. Following the completion of the transactions, ALLTEL will have a total of
46 million cellular POPs and almost 5.8 million wireless customers. The
transactions are expected to be completed by mid-2000.

As part of this transaction, the companies also signed a new reciprocal roaming
agreement, which will allow their customers to roam on each other's networks at
reduced rates across a footprint that covers almost 95 percent of the U.S.
population. Using a common digital technology called CDMA, the companies,
through this agreement, will have the nation's largest standardized digital
wireless network.

ACQUISITIONS
------------
In September 1999, ALLTEL completed its mergers with Liberty Cellular, Inc.
("Liberty") and its affiliate, KINI L.C. Liberty, which prior to the merger
operated under the name "Kansas Cellular", provided wireless, long-distance and
Internet services in Kansas to approximately 200,000 communications customers.

In July 1999, ALLTEL completed its merger with Aliant Communications Inc.
("Aliant"), a communications company which provided wireless, wireline, paging,
long-distance and Internet services in Nebraska to more than 600,000
communications customers.

In January 1999, the Company completed its merger with Standard Group, Inc.
("Standard"), a communications company which served more than 71,000 customer
lines in northeast Georgia. The customer lines acquired are in areas adjacent to
the Company's other wireline exchanges in Georgia and increased ALLTEL's total
wireline customers in the state to more than 550,000. The transaction also
included Standard's cable television operations, which served approximately
30,000 customers. Including this acquisition, the Company currently provides
cable television service to approximately 35,000 customers in Georgia and
Missouri. These cable television properties are not significant to the ongoing
operations of ALLTEL.

During 1999, the Company acquired a 100 percent ownership interest in a wireless
services business serving the Dothan, Alabama Metropolitan Service Area ("MSA"),
representing approximately 135,000 cellular POPs. The Company also purchased 100
percent ownership interests in a wireless services business serving a Colorado
Rural Service Area ("RSA") representing approximately 75,000 cellular POPs, and
a wireless services business serving an Illinois RSA representing more than
200,000 cellular POPs. In addition, the Company increased its ownership interest
to 100 percent in the Richmond, Virginia market, representing approximately
835,000 cellular POPs, through the exchange of its minority interest investment
in a partnership serving the Orlando, Florida market.

                                        2


<PAGE>


                               ALLTEL Corporation
                                Form 10-K, Part I

Item 1.  Business
-------  --------
                             THE COMPANY (continued)
                             -----------

ACQUISITIONS (continued)
------------
To expand its information services business, the Company also completed the
acquisitions of ACE Software Sciences ("ACE"), Advanced Information Resources,
Limited ("AIR"), Corporate Solutions International ("CSI"), and Southern Data
Systems ("Southern Data") during 1999. ACE produces mortgage servicing software
that will enhance ALLTEL's current mortgage servicing software products. AIR, a
privately held software and services company, provides wholesale commercial
lending software to large global financial institutions. CSI, a privately held
company headquartered in Atlanta, Georgia, developed a consumer loan origination
system, which when combined with the Company's other loan processing software
products, will allow ALLTEL to provide a state-of-the-art loan origination
solution to current and prospective clients in the financial services industry.
Southern Data, a privately held company also headquartered in Atlanta, provides
a full array of application software and services to the community banking
market.

In July 1998, the Company completed its merger with 360 Communications
Company ("360"), a wireless communications company, which served more
than 2.6 million customers in 15 states. Through this merger, ALLTEL
significantly expanded its wireless presence and enhanced its ability to deliver
bundled communications services across its geographically focused markets.

During 1998, the Company acquired a 100 percent ownership interest in two
Georgia RSAs, representing approximately 181,000 cellular POPs. In addition, the
Company increased its ownership interest in wireless properties in North
Carolina and Texas.

In October 1997, the Company acquired Georgia Telephone Corporation, which
served more than 6,700 customer lines in southwest Georgia. The customer lines
acquired are in areas adjacent to the Company's wireline exchanges in Georgia
and are located within the Company's current wireless service area.

During 1997, the Company increased its ownership to 100 percent in two Alabama
RSAs, representing approximately 260,000 cellular POPs. In addition, the Company
and BellSouth Corporation ("BellSouth") combined their interests in two
partnerships that own and control cellular licenses and operations in Richmond,
Virginia and Orlando, Florida. Also in 1997, the Company acquired minority
interests in 16 of its controlled markets, which increased its ownership
interest to 100 percent in ten of those markets.

In 1996, the Company acquired Independent Cellular Network, Inc. ("ICN").  ICN
owned and operated cellular systems serving more than 140,000 customers in Ohio,
Kentucky, Pennsylvania and West Virginia.

During 1995, ALLTEL entered into a joint venture with BellSouth Mobility, Inc.
involving cellular properties in five states. As a result of this joint venture,
ALLTEL owned a majority interest in the Columbia and Florence, South Carolina
market, owned a minority interest in the Greensboro, North Carolina market and a
North Carolina RSA, and no longer owned a majority interest in the Jackson,
Mississippi market. ALLTEL also completed an exchange of certain assets in a
West Virginia RSA and an Oklahoma RSA for certain assets in a Georgia RSA and a
North Carolina RSA owned by United States Cellular Corp. ("U.S. Cellular"). The
Company also purchased U.S. Cellular's 20 percent interest in the Fort Smith,
Arkansas MSA, increasing ALLTEL's ownership in that MSA to 100 percent.

In May 1995, ALLTEL Information Services, Inc. ("Information Services")
acquired Vertex Business Systems, Inc. ("Vertex"), a provider of international
banking software products and services.  Vertex, headquartered in New York, has
clients located in Europe, Asia and the United States.

                                        3


<PAGE>



                               ALLTEL Corporation
                                Form 10-K, Part I

Item 1.  Business
-------  --------
                             THE COMPANY (continued)
                             -----------
DISPOSITIONS
------------
During 1998, the Company sold its 27.9 percent ownership interest in a cellular
partnership serving the Omaha, Nebraska market for approximately $18 million in
cash.

In May 1997, the Company sold its wire and cable subsidiary, HWC Distribution
Corp. ("HWC") to Code, Hennessy & Simmons, Inc., an investment firm, for
approximately $45 million in cash. HWC was one of two companies that comprised
ALLTEL's product distribution operations.

In January 1997, the Company sold the healthcare portion of its information
services business to Integrated Healthcare Solutions, Inc. for approximately
$154 million consisting of cash and shares of preferred stock. During 1998, the
preferred stock was converted into common stock representing a 15 percent
interest in a publicly held company, Eclipsys Corporation.

In 1995, the Company completed the sale of certain of its cable television
properties to Citizens Utilities Company. These cable television properties
served approximately 6,800 customers in Arizona, California, New Mexico and
Utah. The Company also completed in 1995 the sale of its cable television
properties in Texas, which served approximately 7,200 customers.

In 1995, Information Services sold all of the assets related to its check
processing operations, including substantially all of the customer contracts.

MANAGEMENT
----------
The Company's staff at its headquarters and regional offices supervise,
coordinate and assist subsidiaries in management activities, investor relations,
acquisitions, corporate planning, tax planning, treasury management, insurance,
and technical research. They also coordinate the financing program for all of
the Company's operations.

EMPLOYEES
---------
At December 31, 1999, the Company had 24,440 employees. Some of the employees of
the Company's wireline subsidiaries are part of collective bargaining units.

OPERATING SEGMENTS
------------------
ALLTEL is organized based on the products and services that it offers. Under
this organizational structure, the Company operates in two principal areas:
communications and information services. The Company's communications operations
consist of its wireless, wireline and emerging businesses segments. Emerging
businesses consist of the Company's key new product offerings and include the
Company's long-distance, competitive local exchange carrier ("CLEC"), Internet
access, Personal Communications Services ("PCS"), and network management
operations. The Company also sells telecommunications products and publishes
telephone directories. For financial information about ALLTEL's operating
segments, refer to pages 53-56 of the Company's 1999 Annual Report to
Stockholders, which is incorporated herein by reference.

                                        4


<PAGE>


                               ALLTEL Corporation
                                Form 10-K, Part I

Item 1.  Business
-------  --------
                             COMMUNICATIONS SERVICES
                             -----------------------
As previously discussed, the Company completed several strategic acquisitions in
1999 designed to strengthen its communications business and to expand its
geographic presence in Alabama, Colorado, Georgia, Kansas and Nebraska. These
acquisitions, along with the merger with 360 completed in 1998,
significantly expanded ALLTEL's wireless business and enhanced its ability to
provide bundled communications services to its customers. ALLTEL operates its
communications businesses as a single operation capable of delivering to
customers one-stop shopping for a full range of communications products and
services including wireless and wireline (local and long-distance), paging and
Internet services. In 1999, the Company also expanded its local competitive
access service offerings to residential and business customers in 26 markets in
6 states, and during 2000, ALLTEL plans to expand its CLEC service into 17
additional markets in Alabama, Georgia, Missouri and South Carolina.

                               WIRELESS OPERATIONS
                               -------------------
At December 31, 1999, the Company provided wireless communications service to
more than 5 million customers in 25 states. One measure of a wireless
communications market's potential is the market's population times the percent
of a company's ownership interest of the wireless operations in that market.
ALLTEL owns a majority interest in wireless operations in 67 MSAs, representing
approximately 23.5 million wireless POPs, and the Company owns a majority
interest in 133 RSAs, representing approximately 15.8 million wireless POPs. In
addition, ALLTEL owns a minority interest in more than 80 other wireless
communications markets including the New York, New York; Chicago, Illinois and
Houston, Texas MSAs. At December 31, 1999, ALLTEL's penetration rate (number of
customers as a percentage of the total population in the Company's service
areas) was 12.8 percent.

As previously discussed, ALLTEL through the exchange of wireless properties with
Bell Atlantic and GTE will further expand its wireless business. Upon completion
of the asset exchange, ALLTEL will have nearly 6 million wireless customers and
own a majority interest in more than 46 million wireless POPs.

PRODUCT OFFERINGS AND PRICING
-----------------------------
ALLTEL seeks to stimulate additional usage, increase penetration and improve
customer retention rates through creative pricing strategies. The Company
creates local and expanded service territories designed to meet customer needs
and respond to prevailing market and competitive conditions. Monthly rate plans
are designed to attract users from all market segments. These plans typically
consist of a fixed monthly rate for network access, a package of airtime minutes
included in the monthly rate and a per minute rate for airtime used in excess of
the included minutes. Customers who frequently use wireless service generally
prefer rate plans with a higher than average fixed monthly rate, a larger
package of included minutes and a lower than average per minute airtime rate.
Conversely, customers who use wireless service less frequently prefer a lower
monthly fixed rate and will pay a higher per minute airtime rate. The Company
also provides custom calling features to enhance its product offering. These
features include call waiting, call forwarding, three-way calling, no-answer
transfer and voicemail.

ALLTEL has entered into roaming agreements with other domestic wireless
companies. These roaming agreements provide ALLTEL's customers with the
capability to use their wireless telephones while traveling outside the
Company's service territories. As a result of these roaming agreements, ALLTEL
customers, with few exceptions, can place and receive calls from anywhere within
the United States. Roaming rates have been gradually decreasing, which has
resulted in increased roaming volumes and overall network usage.

                                        5


<PAGE>


                               ALLTEL Corporation
                                Form 10-K, Part I

Item 1.  Business
-------  --------
                         WIRELESS OPERATIONS (continued)
                         -------------------

PRODUCT OFFERINGS AND PRICING (continued
-----------------------------
Primarily as a result of increased usage of ALLTEL's network facilities, average
revenue per customer per month increased slightly in 1999 to $48, as compared to
$47 for 1998. ALLTEL expects average monthly revenue per customer to continue to
be affected by decreased roaming revenue rates and continued penetration into
lower market usage segments.

As previously discussed, ALLTEL, Bell Atlantic, GTE and Vodafone Airtouch signed
reciprocal roaming agreements, which will allow customers of these companies to
roam on each other's networks at reduced rates across a footprint that covers
almost 95 percent of the U.S. population. These roaming agreements will enable
ALLTEL to provide its customers with cost-effective, expanded calling plans.

DISTRIBUTION AND MARKETING
--------------------------
ALLTEL utilizes four methods of distributing its wireless products and services
in each of its markets. These methods include Company retail stores, Company
retail kiosks, dealers and direct sales representatives. The development of
multiple distribution channels in each of its markets enables the Company to
provide effective and extensive marketing of its products and services and to
reduce its reliance on any single distribution source. ALLTEL continues to
expand its retail channels. Dealer and direct sales channels remain important
components of the Company's overall distribution strategy, with the primary
objective for all channels being to produce the best combination of lower
customer acquisition costs and higher customer retention rates.

ALLTEL currently conducts its retail operations through over 825 Company retail
locations strategically located in smaller local and neighborhood retail
centers, as well as in large shopping malls to capitalize on favorable
demographics and retail traffic patterns. The Company's retail focus is to
attract new customers and to promote customer retention by providing new
customers with extensive assistance from dedicated sales representatives with
the various services that ALLTEL provides. Many retail locations provide vehicle
installation services and while-you-wait wireless telephone troubleshooting and
repair. For ALLTEL, the incremental cost of obtaining a customer through a
Company retail store is the lowest of any distribution channel.

ALLTEL also partners with large national retail stores to sell wireless products
and services directly through its own kiosks. The Company stations retail sales
representatives at kiosks in large retailers to take advantage of high traffic
generated by the retailers, to reduce the cost of the sale, and to ensure
customers receive proper training in the use of wireless equipment and services.
Existing customers can purchase wireless telephone accessories, pay bills or
inquire about ALLTEL's services and features while in retail stores or at
kiosks. Through dedicated customer service at its retail stores and kiosks, the
Company's goal is to build customer loyalty and increase the retention rate of
new and existing customers.

The Company has entered into dealer agreements with several large electronics
retailers and discounters in its markets. ALLTEL also contracts with local
dealers who operate on a smaller scale and may offer other wireless services
like paging. In exchange for a commission payment, these dealers solicit
customers for the Company's wireless service. The commission payment is subject
to chargeback provisions if the customer fails to maintain service for a
specified period of time. This arrangement increases store traffic and sales
volume for the dealers, and provides a valuable source of new customers for the
Company. ALLTEL actively supports its dealers with regular training and
promotional support.

                                        6
<PAGE>


                               ALLTEL Corporation
                                Form 10-K, Part I

Item 1.  Business
-------  --------
                         WIRELESS OPERATIONS (continued)
                         -------------------

DISTRIBUTION AND MARKETING (continued)
--------------------------
ALLTEL's direct sales force focuses its efforts on business customers with high
wireless telephone usage and multiple lines of service. This channel produces
the lowest churn and highest revenue per customer compared with any other
distribution channel.

Maintaining low customer churn rates is a primary goal of the Company,
particularly as new competitors enter the marketplace. Lower churn contributes
directly to reducing the cost to acquire new customers, since fewer new
customers are needed to meet growth targets. The Company experienced an average
monthly churn rate in its wireless service areas of 2.20 percent and 2.07
percent for the years ended December 31, 1999 and 1998, respectively. These
churn rates were comparable to industry averages.

COMPETITION
-----------
Cellular carriers face competition from a second carrier licensed to provide
wireless cellular communications services in the same geographic area, from
resellers who buy bulk wireless services from one of the two cellular licensees
and resell it to their customers, and from providers of PCS and other enhanced
mobile services. PCS services generally consist of wireless two-way
communications services for voice, data and other transmissions employing
digital technology. There can be a minimum of three and maximum of six broadband
PCS licensed providers in any given area. During the past two years, PCS
providers have begun operations within ALLTEL's wireless markets, and the
Company expects more PCS providers to begin operating within its markets during
2000. ALLTEL has prepared for this competitive environment by enhancing its
networks, expanding its service territories and local calling areas,
restructuring rates, and offering new products and services. ALLTEL intends to
capitalize on its position as an incumbent wireless service provider by
providing high capacity networks, strong distribution channels and superior
customer service.

ALLTEL believes that its networks have sufficient capacity to handle new
customer growth in the near term. The Company intends to meet any capacity
requirements through frequency planning, network organization and the deployment
of additional network infrastructure. As of December 31, 1999, ALLTEL was
providing wireless digital service in 31 of its largest markets. ALLTEL plans to
continue its transition to digital technology on a market-by-market basis.
Digital technology improves call quality, lengthens the battery life of wireless
telephones and offers improved customer call privacy.

REGULATION
----------
The Company is subject to regulation by the Federal Communications Commission
("FCC") as a provider of wireless communications services. The FCC has
promulgated rules governing the construction and operation of wireless
communications systems and licensing and technical standards for the provision
of wireless communications service. The FCC also regulates wireless service
resale practices and the terms under which certain ancillary services may be
provided through wireless facilities.

The Telecommunications Act of 1996 (the "96 Act") provides wireless carriers
numerous opportunities to compete with local exchange telephone companies,
including the opportunity to provide local telephony services and to be
compensated by other telecommunications carriers for calls terminated on the
wireless carriers' networks. Wireless carriers are not subject to the enhanced
interconnection, resale, unbundling and other obligations that the 96 Act
imposed on the local exchange companies.


                                        7
<PAGE>


                               ALLTEL Corporation
                                Form 10-K, Part I

Item 1.  Business
-------  --------
                         WIRELESS OPERATIONS (continued)
                         -------------------

REGULATION (continued)
----------
The FCC has found that wireless carriers should not be classified as local
exchange carriers unless the FCC makes a finding that such treatment is
warranted. The 96 Act limits the imposition on wireless carriers of equal access
requirements without a detailed FCC rulemaking. In addition, the 1993 Omnibus
Budget Reconciliation Act preempted most state regulation of wireless carriers.
Accordingly, wireless carriers' services are likely to continue to be minimally
regulated for the foreseeable future.

PAGING
------
ALLTEL provides paging services to approximately 258,000 customers on both a
facilities-based and resale basis. The Company operates wide-area
computer-driven paging networks in Arkansas, Florida and Ohio. At December 31,
1999, ALLTEL provided paging service to approximately 24,000 customers through
its facilities-based network. The Company also resells paging services in other
ALLTEL wireless service areas to approximately 234,000 customers.

                               WIRELINE OPERATIONS
                               -------------------
The Company's wireline operations consist of subsidiaries that are incumbent
local exchange carriers ("ILECs"), and as such, provide local telephone service
to more than 2.4 million customers primarily located in rural areas in 15
states. The wireline subsidiaries also offer facilities for private line, data
transmission and other communications services.

LOCAL SERVICE - REGULATION
--------------------------
Prior to 1996, the Company's wireline subsidiaries provided local telephone
service under exclusive franchises granted by state regulatory commissions and
subject to regulation by those regulatory commissions. These regulatory
commissions have had primary jurisdiction over various matters including local
and intrastate toll rates, quality of service, the issuance of securities,
depreciation rates, the disposition of public utility property, the issuance of
debt, and the accounting systems used by those subsidiaries. The FCC has
historically had primary jurisdiction over the interstate toll and access rates
of these companies and issues related to interstate telephone service.

The 96 Act substantially modified certain aspects of the states' and the FCC's
jurisdictions in the regulation of local exchange telephone companies. The 96
Act prohibits state legislative or regulatory restrictions or barriers to entry
regarding the provision of local telephone service. The 96 Act also requires
ILECs to interconnect with the networks of other telecommunications carriers,
unbundle services into network elements, offer their telecommunications services
at wholesale rates to allow resale of those services, and allow other
telecommunications carriers to locate their equipment on the premises of the
incumbent local exchange carriers. The 96 Act requires all local exchange
telephone companies to compensate one another for the transport and termination
of calls on one anothers' networks.

The Company's local exchange subsidiaries are rural telephone companies and are
exempt from certain of the foregoing obligations unless, in connection with a
bona fide request, a state regulatory commission removes that exemption.


                                        8
<PAGE>


                               ALLTEL Corporation
                                Form 10-K, Part I

Item 1.  Business
-------  -------
                         WIRELINE OPERATIONS (continued)
                         -------------------

LOCAL SERVICE - REGULATION (continued)
--------------------------
In 1996, the FCC issued regulations implementing the local competition
provisions of the 96 Act. These regulations established pricing rules for state
regulatory commissions to follow with respect to entry by competing carriers
into the local, intrastate markets of ILECs and addressed interconnection,
unbundled network elements and resale rates. The FCC's authority to adopt such
pricing rules, including permitting new entrants to "pick and choose" among the
terms and conditions of approved interconnection agreements, was considered
first by the U.S. Eighth Circuit Court of Appeals and then by the U.S. Supreme
Court. In January 1999, the Supreme Court ruled that the FCC had the
jurisdiction to carry out certain local competition provisions of the 96 Act. As
part of its ruling, the Supreme Court reinstated the FCC's "pick and choose"
rule. The Supreme Court remanded a portion of the decision to the Eighth Circuit
Court for it to rule on certain issues that it had not previously decided, such
as whether the FCC's pricing rules were consistent with the 96 Act. Other issues
were remanded to the FCC.

In response to the Supreme Court's decision, the FCC issued a decision on
November 5, 1999, outlining how it would interpret the "necessary" and "impair"
standards set forth in the 96 Act and which specific network elements it would
require ILECs to unbundle as a result of its interpretation of those standards.
The FCC reaffirmed that ILECs must provide unbundled access to six of the
original seven network elements that it required to be unbundled. The six
network elements consist of loops, including loops used to provide high-capacity
and advanced telecommunications services; network interface devices; local
circuit switching; dedicated and shared transport; signaling and call-related
databases; and operations support systems. Access to ILEC operator and directory
assistance services was the one network element that the FCC omitted. The FCC
also imposed on ILECs the obligation to unbundle other network elements
including access to sub-loops or portions of sub-loops, fiber optic loops and
transport. The FCC declined to impose any obligations on ILECs to provide
unbundled access to packet switching or to digital subscriber line access
multiplexers. The FCC also began a rulemaking regarding the ability of carriers
to use certain unbundled network elements as a substitute for the ILEC's special
access services.

On October 21, 1999, the FCC adopted two orders now on appeal involving
universal service funding. In the first order, the FCC completed development of
the cost model that will be used to estimate non-rural ILECs' forward-looking
costs of providing telephone service. In the second order, the FCC adopted a
methodology that uses the costs generated by the cost model to calculate the
appropriate level of support for non-rural carriers serving rural areas. Under
the new funding mechanism, high-cost support will be targeted to the highest
cost wire center within the state and support will be portable. That is, when a
non-rural ILEC loses a customer to a competitor, the competitor may receive the
universal service high-cost support for service provided to that customer. Under
the new funding mechanism, seven states (Alabama, Kentucky, Maine, Mississippi,
Vermont, West Virginia, and Wyoming) will receive high-cost support of
approximately $255 million. The new high-cost support mechanism should ensure
that rates are reasonably comparable on average among states, while the states
will continue to ensure that rates are reasonably comparable within their
borders. The FCC reiterated that the high-cost support mechanism for rural
carriers is not scheduled to be revised until January 1, 2001, at the earliest.
The FCC also clarified its interpretation of the definition of a "rural
telephone company" under the Act to refer to the legal entity that provides
local exchange services. By May 1, 2000, states are required to establish
different rates for pricing interconnection and unbundled network elements in at
least three defined geographic areas within the state to reflect geographic cost
differences.


                                        9


<PAGE>


                               ALLTEL Corporation
                                Form 10-K, Part I

Item 1.  Business
-------  --------
                         WIRELINE OPERATIONS (continued)
                         -------------------

LOCAL SERVICE - REGULATION (continued)
--------------------------
Based upon ALLTEL's review of the FCC's current regulations concerning the
universal service subsidy, it is unlikely that material changes in the universal
service funding for ALLTEL's rural rate-of-return wireline subsidiaries will
occur prior to 2001. In 2001, the universal service subsidy may change from
being based on actual costs to being based on a proxy model for ALLTEL's rural
rate-of-return subsidiaries. Once the FCC's regulations for rural carriers are
finalized, the Company, will assess the impact, if any, the new rules will have
on the amount of universal service funding it receives.

Periodically, the Company's local exchange subsidiaries receive requests from
wireless communications providers for renegotiation of existing transport and
termination agreements. In these cases, the Company's local exchange
subsidiaries renegotiate the appropriate terms and conditions in compliance with
the 96 Act. The Company's local exchange subsidiaries have also executed
contracts for transport and termination services with CLECs.

During 1999, some of the Company's local exchange subsidiaries were subject to
certain regulatory commission orders designed to reduce earnings levels. These
orders did not materially affect the results of operations of the Company.
Certain states in which the Company's local exchange subsidiaries operate have
adopted alternatives to rate-of-return regulation, either through legislative or
regulatory commission actions. The Company has elected alternative regulation
for certain of its local exchange subsidiaries in Alabama, Arkansas, Florida,
Georgia, Kentucky, North Carolina and Texas. The Company also has an alternative
regulation application pending in Pennsylvania. As a result of its election of
alternative regulation in North Carolina, the Company agreed not to exercise its
rural exemption status under the '96 Act. The Company continues to evaluate
alternative regulation for its other local exchange subsidiaries.

LOCAL SERVICE - COMPETITION
---------------------------
ALLTEL's local exchange subsidiaries have not experienced significant
competition in their service areas to date. As a result of the passage of the 96
Act, the Supreme Court's decision affirming FCC jurisdiction in the local
competition arena, and state telecommunications reform legislation, during the
next several years, the Company's local exchange subsidiaries could begin to
experience increased competition. Sources of competition to ALLTEL's local
exchange business include, but are not limited to, resellers of local exchange
services, large end users installing their own networks, interexchange carriers,
satellite transmission services, cellular communications providers, cable
television companies, radio-based personal communications companies, competitive
access providers and other systems capable of completely or partially bypassing
the Company's local telephone facilities. ALLTEL cannot predict the specific
degree or effects of competition on its local exchange business, but is intent
on taking advantage of the various opportunities that competition should
provide. The Company is currently addressing potential competition by focusing
on improved customer satisfaction, reducing its costs, increasing efficiencies,
restructuring rates, offering new products, and entering new markets as a CLEC.
To date, competition has not had a significant adverse effect on the operations
of the Company's local exchange subsidiaries.

NETWORK ACCESS SERVICES
-----------------------
Long-distance companies pay access charges to the Company's local exchange
subsidiaries for the use of their local networks to originate and terminate
their customers' long-distance calls.

                                       10
<PAGE>


                               ALLTEL Corporation
                                Form 10-K, Part I

Item 1.  Business
-------  --------
                         WIRELINE OPERATIONS (continued)
                         -------------------

NETWORK ACCESS SERVICES - REGULATION
------------------------------------
The FCC instituted a rulemaking in June 1998 in which it proposed to amend the
access charge rules for rate-of-return local exchange companies in a manner
similar to that earlier adopted for price cap companies. The FCC's proposal
involves the modification of the transport rate structure, the reallocation of
costs in the transport interconnection charge and amendments to reflect changes
necessary to implement universal service. The issue of additional pricing
flexibility for rate-of-return companies is expected to be addressed in a
subsequent phase of the proceeding. Once the access charge rules for
rate-of-return companies are finalized, ALLTEL will assess the impact, if any,
the new rules will have on its local exchange operations.

To date, the Company's local exchange subsidiaries have elected to remain under
rate base rate-of-return regulation with respect to interstate services. For
companies remaining under rate-of-return regulation, the FCC authorizes a
rate-of-return that local exchange companies may earn on interstate services
they provide. The currently prescribed rate of return is 11.25 percent. In
October 1998, the FCC began a proceeding to consider a represcription of the
authorized rate of return for the interstate access services of approximately
1,300 ILECs, including ALLTEL's local exchange subsidiaries. The purpose of the
FCC's proceeding is to determine whether the prescribed rate of return
corresponds to current market conditions and whether the rate should be changed.
A decision by the FCC related to this matter may be issued later this year,
although ALLTEL and other ILECs have asked the FCC to address other important
issues relating to universal service, interconnection, and access reform before
considering any represcription of the authorized return. The Company's local
exchange subsidiaries currently receive compensation from long-distance
companies for intrastate, intraLATA services through access charges or toll
settlements that are subject to state regulatory commission approval.

                         EMERGING BUSINESSES OPERATIONS
                         ------------------------------

LONG-DISTANCE OPERATIONS
------------------------
The Company began offering long-distance telecommunications services during
1996. Long-distance services are provided on both a facilities and resale basis
by ALLTEL subsidiaries. ALLTEL provides long-distance service in all of the
states in which local exchange service is provided. In addition, ALLTEL offers
long-distance service outside its ILEC service areas. As of December 31, 1999,
ALLTEL provided long-distance service to nearly 900,000 customers.

As a long-distance service provider, ALLTEL's intrastate long-distance business
is subject to limited regulation by state regulatory commissions, and its
interstate business is subject to limited regulation by the FCC. State
regulatory commissions currently require long-distance service providers to
obtain a certificate of operating authority, and the majority of states, as well
as the FCC, also require long-distance service providers to file tariffs. Most
state regulatory commissions also require such companies to meet certain minimum
service standards.

The long-distance marketplace is extremely competitive and continues to receive
relaxed regulation from both the FCC and state regulatory commissions. To meet
the competitive demands of the long-distance industry, ALLTEL has created
several business and residential service offerings to attract potential
customers, such as volume price discounts, calling cards and simplified one rate
plans.


                                       11
<PAGE>


                               ALLTEL Corporation
                                Form 10-K, Part I

Item 1.  Business
-------  --------
                   EMERGING BUSINESSES OPERATIONS (continued)
                   ------------------------------

CLEC OPERATIONS
---------------
During 1999, ALLTEL offered local access telecommunications services to
residential and business customers in 26 select markets outside its ILEC
service areas in Arkansas, Florida, Nebraska, North Carolina, Pennsylvania and
Florida. As previously discussed, the Company plans to expand its CLEC service
into 17 additional markets in Alabama, Georgia, Missouri and South Carolina
during 2000. ALLTEL has received approval to provide competitive local exchange
service in 17 states. ALLTEL has negotiated interconnection agreements with the
appropriate incumbent local exchange carriers in the states where it is
currently offering CLEC service and is negotiating those arrangements in other
states. ALLTEL is installing state-of-the-art networks that will enable it to
provide services on both a facilities-based and resale basis. ALLTEL will
provide local service in combination with other services provided by
subsidiaries of the Company, including long-distance, wireless and Internet
services.

PCS, INTERNET AND NETWORK MANAGEMENT OPERATIONS
-----------------------------------------------
ALLTEL has offered PCS in Jacksonville, Florida, since March 1998, and in the
Birmingham and Mobile, Alabama service areas, which include Tuscaloosa, Alabama
and Pensacola, Florida, since February 1999. Internet access services are
currently marketed to residential and business customers in the majority of
states in which ALLTEL provides communications services. Network management
services are currently marketed to business customers in select areas. These new
service offerings are start-up operations, and as such, are not yet significant
components of ALLTEL's communications operations.

                              INFORMATION SERVICES
                              --------------------
GENERAL
-------
Information Services provides a wide range of information processing services
primarily to the financial services and telecommunications industries through
information processing centers that it staffs, equips and operates. Information
processing contracts are generally for a multi-year period. Information Services
also develops and markets software worldwide to financial services and
telecommunications companies operating their own information processing
departments. The principal operating units of the Company's information services
business consist of the Financial Services Division and the Telecommunications
Division.

The Financial Services Division markets software and services that have been
developed and improved continuously and are designed to fulfill substantially
all of the retail and wholesale information processing and management
information requirements of financial institutions. In addition, the Financial
Services Division also provides data processing and related computer software
and systems to financial institutions originating and/or servicing single family
mortgage loans. This division's software products and processing services,
combined with its team of consultants, are intended to offer a cost-effective
alternative to the extensive technical support staff and the enlarged group of
mortgage bankers which would otherwise have to be assembled in-house by each
customer. The Financial Services Division's on-line systems automate processing
functions required in the origination of mortgage loans, the management of such
loans while in inventory before they are sold in the secondary market, and their
subsequent servicing.

The Telecommunications Division is primarily engaged in the development and
marketing of billing services and customer care software, including its
state-of-the-art Virtuoso II billing and customer care product, to local
telephone, wireless and PCS companies. In addition, the Telecommunications
Division provides data processing and outsourcing services to both wireline and
wireless telecommunications service providers.

                                       12
<PAGE>


                               ALLTEL Corporation
                                Form 10-K, Part I

Item 1.  Business
-------  --------
                        INFORMATION SERVICES (continued)
                        --------------------

CUSTOMERS
---------
The Financial Services Division's primary markets for its financial products and
services are the nation's commercial banks and savings institutions and
financial institutions throughout the world. Financial software and services are
also marketed to credit unions and to financial institutions originating or
servicing single family mortgage loans. These financial institutions, which
include many of the largest servicers of residential mortgages, are located
throughout the United States. In total, nearly 21 million mortgage loans
representing over $2 trillion are processed using the Financial Services
Division's software.

The Telecommunications Division's primary markets for its telecommunications
products and services consist of the top 40 telephone companies and the top 50
cellular companies in the United States, and certain PCS companies in the United
States, and approximately 100 international telecommunications companies. The
roll out of the wireless companies that will operate within the PCS spectrum
bandwidths in the United States has significantly increased the potential
customer base of the Telecommunications Division.

COMPETITION
-----------
The Financial Services Division's competition primarily comes from "in-house"
bank information processing departments and other companies engaged in active
competition for financial institution outsourcing contracts. Numerous large
financial institutions provide information processing for smaller institutions
in their respective geographic areas, along with other companies that perform
such services for small institutions. The Telecommunications Division also faces
strong competition from internal information technology departments. In
addition, there are also other information services companies that provide
information processing and management services to the telecommunications
industry.

The Company competes in each of its markets by providing a high level of service
and support. Information Services substantially relies upon and vigorously
enforces contract and trade secret laws and internal non-disclosure safeguards
to protect the proprietary nature of its computer software and service
methodologies.

REGULATION AND EXAMINATION
--------------------------
The Financial Services Division is regulated by the federal agencies that have
supervisory authority over banking, thrift, and credit union operations. The
Financial Services Division is also classified as one of 12 national vendors
that, as a result of their market share, process a significant portion of the
financial industry's assets. These industry leaders are also examined by the
federal Financial Institutions Examination Council on an ongoing basis.
Information Services' management practices, policies, procedures, standards, and
overall financial condition are components of these reviews.

In addition to these corporate examinations, individual processing sites are
subject to examination, as if they were departments of their respective clients,
by federal and state regulators, as well as the clients' internal audit
departments and their independent auditing firms. The same standards of
performance are applied to those information processing centers as are applied
to the client financial institutions. Reports of the individual data center
performance are furnished to the Board of Directors of Information Services and
to the Board of Directors of the examined client.


                                       13


<PAGE>





                               ALLTEL Corporation
                                Form 10-K, Part I

Item 1.  Business
-------  --------
                        INFORMATION SERVICES (continued)
                        --------------------

REGULATION AND EXAMINATION (continued)
--------------------------
The supervisory agencies include applicable state banking departments, the
Federal Deposit Insurance Corporation, the Office of Thrift Supervision, the
Office of the Comptroller of the Currency, the Board of Governors of the Federal
Reserve System, and the National Credit Union Administration. Information
Services' processing contracts include a commitment to install all necessary
changes in its computer software that are required by changes in regulations.

The Company operates transmitters at the network's information processing
facility hub and operates very small aperture technology ("VSAT") earth stations
at numerous customer locations. Prior to initiation, construction or operation
of the transmitters used in a VSAT satellite network, operators of these
transmitters are required by the Communications Act of 1934 to be authorized by
the FCC. The FCC grants licenses to VSAT operators for a predetermined number of
earth stations that may be placed at unspecified locations in the United States.
The Company holds five VSAT licenses to operate its domestic earth station
satellite network, consisting of one 8.1m license for its VSAT hub located in
Jacksonville, Florida and four other VSAT licenses ranging from 1.0m to 2.4m.
Three of the VSAT licenses, including the 8.1m license, were renewed during 1997
and will expire in 2007, while the remaining two VSAT licenses will expire in
2003.

PRODUCT DEVELOPMENT AND SUPPORT
-------------------------------
In the past five years, Information Services has spent approximately $543
million ($107 million in 1999) on mainframe and client/server software design
and development. Information Services has developed and continues to develop
products that are utilized in a UNIX based environment, including the
Telecommunications Division's Virtuoso II billing and customer care product.
Changes in regulatory requirements of both state and federal authorities,
increasing competition, and the development of new products and markets create
the need to continually update or modify existing software and systems offered
to customers. Information Services intends to continue to maintain, improve, and
expand the functions and capabilities of its software products over the next
several years.

                                OTHER OPERATIONS
                                ----------------

PRODUCT DISTRIBUTION
--------------------
During 1999, the Company's product distribution subsidiary, ALLTEL Supply, Inc.,
changed its name to ALLTEL Communications Products, Inc. ("Communications
Products"). Headquartered in Atlanta, Georgia, Communications Products operates
9 warehouses and 23 counter-sales showrooms across the United States and is a
major distributor of telecommunications equipment and materials. Communications
Products supplies equipment to affiliated and non-affiliated communications
companies, business systems suppliers, railroads, governments, and retail and
industrial companies.

Communications Products offers more than 50,000 products for sale. Certain of
these products are inventoried including single and multi-line telephone sets,
local area networks, switching equipment modules, interior cable, pole line
hardware, and various other telecommunications supply items. The Company has not
encountered any material shortages or delays in delivery of products from their
suppliers.



                                       14


<PAGE>


                               ALLTEL Corporation
                                Form 10-K, Part I

Item 1.  Business
-------  --------
                          OTHER OPERATIONS (continued)
                          ----------------

PRODUCT DISTRIBUTION (continued)
--------------------
Communications Products experiences substantial competition throughout its sales
territories from other distribution companies and from direct sales by
manufacturers. Competition is based primarily on quality, product availability,
service, price, and technical assistance. Since other competitors offer similar
products, Communications Products differentiates itself from competitors by
providing value-added services. The services include offering expert technical
assistance, maintaining extensive inventories in strategically located
warehouses and counter-sales showrooms to facilitate single supplier sourcing
and "just-in-time" delivery, maintaining a full range of alternative product
lines, and by providing staging, assembly and other services. The Company is
continually evaluating and implementing policies and strategies, which will meet
customer expectations and position Communications Products in the market as a
quality customer-focused distributor.

DIRECTORY PUBLISHING
--------------------
ALLTEL Publishing coordinates advertising, sales, printing, and distribution for
358 telephone directory contracts in 33 states. Under terms of an agreement with
GTE Directories, ALLTEL Publishing provides all directory publishing services
including contract management, production and marketing. As subcontractor, GTE
Directories provides directory sales and printing services through a separate
contract with ALLTEL Publishing.

                                   INVESTMENTS
                                   -----------

MCI WORLDCOM, INC.
------------------
The Company currently owns less than a 1 percent interest in MCI WorldCom, Inc.
("MCI Worldcom'), a publicly held company. MCI WorldCom is a large long-distance
company in the United States and is a full service provider of international
telecommunications and specialized broadcasting services. During 1999, 1998 and
1997, the Company sold a portion of its investment in MCI WorldCom.

APEX GLOBAL INFORMATION SERVICES, INC.
--------------------------------------
The Company has a $15 million investment representing an approximate 8 percent
ownership interest in Apex Global Information Services, Inc., a non-publicly
traded global provider of Internet access services.

ECLIPSYS CORPORATION
--------------------
The Company currently owns an approximate 4 percent ownership interest in
Eclipsys Corporation ("Eclipsys"), a publicly traded healthcare information
technology company. During 1999, the Company sold a portion of its investment in
Eclipsys.

HORIZON TELECOM, INC.
---------------------
In February 2000, ALLTEL sold its investment in Horizon Telecom, Inc., a
communications company serving approximately 37,000 telephone access lines in
Ohio.

HUGHES ISPAT LIMITED
--------------------
The Company has an approximate $25 million investment in Hughes Ispat Limited
("HIL"), a limited liability company in India. HIL has received a license to
provide communications services in the state of Maharashtra, India. HIL began
operations during 1999. As a result of its investment, the Company owns
approximately a 13 percent interest in HIL. Francis X. Frantz, Executive Vice
President-External Affairs, is a member of HIL's Board of Directors.

                                       15
<PAGE>


                               ALLTEL Corporation
                                Form 10-K, Part I

Item 2.  Properties
-------  ----------

WIRELINE PROPERTY
-----------------
The Company's wireline subsidiaries own property in their respective operating
territories which consists primarily of land and buildings, central office
equipment, telephone lines, and related equipment. The telephone lines include
aerial and underground cable, conduit, poles and wires. Central office equipment
includes digital switches and peripheral equipment. The gross investment by
category in wireline property as of December 31, 1999, was as follows:

                                                     (Thousands)
  Wireline Plant in Service:
     Land                                            $   18,202
     Buildings and leasehold improvements               222,968
     Central office equipment                         1,371,732
     Outside plant                                    3,497,337
     Furniture, fixtures, vehicles and other             84,307
                                                     ----------
         Total                                       $5,194,546
                                                     ==========


Certain properties of the Company and its wireline subsidiaries are pledged as
collateral for long-term debt.

OTHER PROPERTY
--------------

Other properties of the Company in service consist primarily of property, plant
and equipment used in providing wireless communications services, information
services and product distribution operations. The total investment by category
for the non-wireline operations of the Company as of December 31, 1999, was as
follows:

                                                     (Thousands)

  Land                                               $  206,350
  Buildings and leasehold improvements                  590,906
  Wireless plant and equipment                        2,767,857
  Data processing equipment                             503,201
  Computer software                                     260,500
  Furniture, fixtures, vehicles and other               233,793
                                                     ----------
      Total                                          $4,562,607
                                                     ==========


All of the Company's property is in good condition and is suitable for its
intended purposes.




                                       16
<PAGE>


                               ALLTEL Corporation
                               Form 10-K, Part II

Item 3.  Legal Proceedings
-------  -----------------
In July 1996, the Georgia Public Service Commission ("Georgia PSC") issued an
order requiring that ALLTEL's wireline subsidiaries which operate within its
jurisdiction reduce their annual network access charges by $24 million,
prospectively, effective July 1, 1996. The Company appealed the Georgia PSC
order and received a favorable decision from the Superior Court of Fulton
County, Georgia (the "Superior Court"). The Georgia PSC appealed the Superior
Court's decision, and in 1997, the Georgia Court of Appeals reversed the
Superior Court's decision. The Company petitioned the Georgia Supreme Court
requesting that the Georgia Court of Appeals decision be reversed. In October
1998, the Georgia Supreme Court upheld the Appellate Court's ruling that the
Georgia PSC had the authority to order the rate reductions. The case was
returned to the Superior Court for it to rule on the issues it had not
previously decided. In April 1999, the Superior Court found that, with respect
to the July 1996 order, the Georgia PSC did not provide ALLTEL with sufficient
notice of the charges against the Company, did not provide ALLTEL a fair
opportunity to present its case and respond to the charges, and failed to
satisfy its burden of proving that ALLTEL's rates were unjust and unreasonable.
Further, the Superior Court found that the July 1996 order was an unlawful
attempt to retroactively reduce ALLTEL's rates and certain statutory revenue
recoveries. For each of these independent reasons, the Superior Court vacated
and reversed the July 1996 order and remanded the case with instructions to
dismiss the case. The Georgia PSC appealed the Superior Court's April 1999
decision.

At December 31, 1999, the maximum possible liability to the Company related to
this case is $84 million, plus interest at 7 percent accruing to July 1996.
Since the Company believes that it will prevail in this case, the Company has
not implemented any revenue reductions or established any reserves for refund
related to this matter at this time. (See Note 14 to the Consolidated Financial
Statements, page 53 of ALLTEL's 1999 Annual Report to Stockholders which is
incorporated herein by reference, for additional information related to this
matter.)

The Company is party to various other legal proceedings arising from the
ordinary course of business. Although the ultimate resolution of these various
proceedings cannot be determined at this time, management of the Company does
not believe that such proceedings, individually or in the aggregate, will have a
material adverse effect on the future results of operations or financial
condition of the Company.

To the knowledge of the Company's management, no other material legal
proceedings, either private or governmental, are contemplated or threatened.

Item 4.  Submission of Matters to a Vote of Security Holders
-------  ---------------------------------------------------
No matters were submitted to the security holders for a vote during the fourth
quarter of 1999.


                                       17
<PAGE>


                               ALLTEL Corporation
                               Form 10-K, Part II

Item 5.  Market for the Registrant's Common Equity and Related Stockholder
-------  -----------------------------------------------------------------
         Matters
         -------
The outstanding shares of ALLTEL's Common Stock are listed and traded on the
New York Stock Exchange and the Pacific Exchange and trade under the symbol AT.
The following table reflects the range of high, low and closing prices of
ALLTEL's Common Stock as reported by Dow Jones & Company, Inc. for each quarter
in 1999 and 1998:

                                                 Dividend
 Year   Qtr.   High        Low        Close      Declared
 ----   ----   ----        ---        -----      --------
 1999   4th    91 13/16    69 13/16   82 11/16     $.320
        3rd    75          65 5/8     70 3/8       $.305
        2nd    74 9/16     62 3/8     71 1/2       $.305
        1st    67 1/2      56 5/16    62 3/8       $.305

 1998   4th    61 3/8      44         59 13/16     $.305
        3rd    48          38 1/4     47 1/8       $.290
        2nd    46 1/2      39 7/16    46 1/2       $.290
        1st    48 13/16    39 9/16    43 11/16     $.290

As of February 29, 2000, the approximate number of stockholders of common stock
including an estimate for those holding shares in brokers' accounts was 271,000.

Item 6.  Selected Financial Data
-------  -----------------------
For information pertaining to Selected Financial Data of ALLTEL Corporation,
refer to page 40 of ALLTEL's 1999 Annual Report to Stockholders, which is
incorporated herein by reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
-------  -----------------------------------------------------------------------
         of Operations
         --------------
For information pertaining to Management's Discussion and Analysis of Financial
Condition and Results of Operations of ALLTEL Corporation, refer to pages 29-38
of ALLTEL's 1999 Annual Report to Stockholders, which is incorporated herein by
reference.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
--------  ----------------------------------------------------------
For information pertaining to the Company's market risk disclosures, refer to
page 38 of ALLTEL's 1999 Annual Report to Stockholders, which is
incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data
-------  -------------------------------------------
For information pertaining to Financial Statements and Supplementary Data of
ALLTEL Corporation, refer to pages 39 and 41-57 of ALLTEL's 1999 Annual Report
to Stockholders, which is incorporated herein by reference.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
-------  ----------------------------------------------------------------
         Financial Disclosure
         --------------------
During the two most recent fiscal years or the subsequent interim period up to
the date of this Form 10-K, there were no disagreements with the Company's
independent certified public accountants on any matter of accounting principles
or practices, financial statement disclosures or auditing scope or procedures.
In addition, none of the "kinds of events" described in item 304(a)(1)(v)(A),
(B), (C) and (D) of Regulation S-K have occurred.

                                       18
<PAGE>


                               ALLTEL Corporation
                               Form 10-K, Part III

Item 10.  Directors and Executive Officers of the Registrant
--------  --------------------------------------------------
For information pertaining to Directors of ALLTEL Corporation refer to "Election
of Directors" in ALLTEL's Proxy Statement for its 2000 Annual Meeting of
Stockholders, which is incorporated herein by reference. Executive officers of
the Company are as follows:

     Name             Age                 Position
     ----             ---                 --------
Joe T. Ford            62     Chairman and Chief Executive Officer
Dennis E. Foster       59     Vice Chairman
Scott T. Ford          37     President and Chief Operating Officer
Kevin L. Beebe         40     Group President - Communications
Michael T. Flynn       51     Group President - Communications
Jeffrey H. Fox         37     Group President - Information Services
Francis X. Frantz      46     Executive Vice President - External Affairs,
                                  General Counsel and Secretary
Jeffery R. Gardner     40     Senior Vice President - Chief Financial Officer
John S. Haley          44     Senior Vice President - Chief Technology Officer
Keith A. Kostuch       37     Senior Vice President - Strategic Planning
Frank A. O'Mara        39     Vice President - Human Resources
David A. Gatewood      42     Controller
John M. Mueller        50     Treasurer

There are no arrangements between any officer and any other person pursuant to
which he was selected as an officer.

Except for Dennis E. Foster, Scott T. Ford, Kevin L. Beebe, Jeffrey H. Fox,
Jeffery R. Gardner, Keith A. Kostuch and Frank A. O'Mara each of the officers
named above has been employed by ALLTEL or a subsidiary for the last five years.

Prior to joining ALLTEL in October 1999, Mr. Kostuch served as Vice President
and Director with The Boston Consulting Group, Inc. ("BCG").  In his role with
BCG, Mr. Kostuch specialized in strategic and corporate development, including
mergers and acquisitions.  Prior to joining ALLTEL in 1997, Mr. O'Mara served as
legal counsel for KIM Sports Management.

Prior to joining ALLTEL in July 1998, Messrs. Foster, Beebe and Gardner were
executive officers of 360. Mr. Foster was President and Chief Executive Officer
of 360 since February 1996. Mr. Foster had been elected President of 360 in
March 1993. Mr. Foster also served as President and Chief Operating Officer of
the Cellular and Wireless Division of Sprint Corporation from March 1993 to
January 1996. Mr. Beebe was Executive Vice President-Operations of 360 since
February 1996. Mr. Beebe joined 360 in February 1994 as Vice President-Marketing
and Administration, and in February 1995, he became Vice President-Operations.
Mr. Gardner was Senior Vice President-Finance of 360since July 1997. Mr. Gardner
served as President of 360's Mid-Atlantic regional operations from February 1994
to June 1997.

Prior to joining ALLTEL in January 1996, Scott T. Ford served as Assistant to
the Chairman of Stephens Group, Inc. of Little Rock, Arkansas.  Scott T. Ford is
the son of Joe T. Ford.  Prior to joining ALLTEL in 1996, Mr. Fox served as Vice
President at Stephens Group, Inc. of Little Rock, Arkansas.


                                       19
<PAGE>


                               ALLTEL Corporation
                               Form 10-K, Part III

Item 11.  Executive Compensation
--------  ----------------------
For information pertaining to Executive Compensation, refer to "Management
Compensation" in ALLTEL's Proxy Statement for its 2000 Annual Meeting of
Stockholders, which is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management
--------  --------------------------------------------------------------
For information pertaining to beneficial ownership of ALLTEL securities, refer
to "Security Ownership of Certain Beneficial Owners and Management" in ALLTEL's
Proxy Statement for its 2000 Annual Meeting of Stockholders, which is
incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions
--------  ----------------------------------------------
For information pertaining to Certain Relationships and Related Transactions,
refer to "Certain Transactions" in ALLTEL's Proxy Statement for its 2000 Annual
Meeting of Stockholders, which is incorporated herein by reference.

                               Form 10-K, Part IV

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

(a) The following documents are filed as a part of this report:

      1.  Financial Statements:
          --------------------
          The following Consolidated Financial Statements of ALLTEL
          Corporation and subsidiaries, included in the annual report of
          ALLTEL Corporation to its stockholders for the year ended
          December 31, 1999, are incorporated herein by reference:

                                                                   Annual Report
                                                                    Page Number
                                                                   -------------
          Report of Independent Public Accountants                       39
          Consolidated Statements of Income -
                for the years ended December 31, 1999, 1998 and 1997     41
          Consolidated Balance Sheets - December 31, 1999 and 1998      42-43
          Consolidated Statements of Cash Flows -
                for the years ended December 31, 1999, 1998 and 1997     44
          Consolidated Statements of Shareholders' Equity -
                for the years ended December 31, 1999, 1998 and 1997     45
          Notes to Consolidated Financial Statements                    46-57

                                                                     Form 10-K
      2.   Financial Statement Schedules:                           Page Number
           -----------------------------                            -----------
           Report of Independent Public Accountants                      23
           Schedule II.  Valuation and Qualifying Accounts               24

      3.   Exhibits:
           --------
           See "Exhibit Index" located on page 25-30 of this document.


                                       20
<PAGE>


                               ALLTEL Corporation
                               Form 10-K, Part IV

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

(b) Reports on Form 8-K:

    Current Report on Form 8-K dated January 7, 2000, reporting under Item 7,
    Financial Statements and Exhibits, ALLTEL filed restated audited financial
    statements for the three years in the period ended December 31, 1998, to
    reflect the Company's September 30, 1999 mergers with Liberty Cellular, Inc.
    and its affiliate, KINI L.C., and the Company's July 2, 1999 merger with
    Aliant Communications Inc. The mergers had been accounted for as
    poolings-of-interests.

    Current Report on Form 8-K dated January 31, 2000, reporting under Item 5,
    Other Events, the Company's Press Release announcing the agreements between
    ALLTEL, Bell Atlantic, GTE and Vodafone Airtouch to exchange wireless
    properties in 13 states.

    No other reports on Form 8-K were filed during the fourth quarter of 1999.

Separate condensed financial statements of ALLTEL Corporation have been omitted
since the Company meets the tests set forth in Regulation S-X Rule 4-08(e)(3).
All other schedules are omitted since the required information is not present or
is not present in amounts sufficient to require submission of the schedule, or
because the information required is included in the consolidated financial
statements and notes thereto.






                                       21


<PAGE>






                                                               SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


        ALLTEL Corporation
        ------------------
            Registrant


By   /s/ Joe T. Ford
  -------------------------------------------------
  Joe T. Ford, Chairman and Chief Executive Officer    Date:  March 3, 2000


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


By   /s/ Jeffery R. Gardner
  -------------------------------------------------
  Jeffery R. Gardner, Senior Vice President -          Date:  March 3, 2000
     Chief Financial Officer
     (Principal Financial Officer)

* Joe T. Ford, Chairman, Chief Executive Officer
     and Director

* Dennis E. Foster, Vice Chairman and Director

* Scott T. Ford, President, Chief Operating Officer
     and Director
                                                       By /s/ Jeffery R. Gardner
                                                          ----------------------
* David A. Gatewood, Controller                          * (Jeffery R. Gardner,
     (Prinicipal Accounting Officer)                        Attorney-in-fact)
                                                       Date:  March 3, 2000
* John R. Belk, Director

* Lawrence L. Gellerstedt III, Director

* Charles H. Goodman, Director

* W. W. Johnson, Director

* Emon A. Mahony, Jr., Director

* John P. McConnell, Director

* Josie C. Natori, Director

* Frank E. Reed, Director

* Ronald Townsend, Director

* William H. Zimmer, Director






                                       22


<PAGE>





REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS





To the Shareholders of
    ALLTEL Corporation:


We have audited in accordance with generally accepted auditing standards, the
financial statements included in ALLTEL Corporation's Annual Report to
stockholders incorporated by reference in this Form 10-K, and have issued our
report thereon dated February 1, 2000. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedule on page 24
is the responsibility of the company's management and is presented for purposes
of complying with the Securities and Exchange Commission's rules and is not part
of the basic financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.



                                                          /s/ARTHUR ANDERSEN LLP



Little Rock, Arkansas,
February 1, 2000








                                       23


<PAGE>





<TABLE>
                                                           ALLTEL CORPORATION
                                            SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                                         (Dollars in Thousands)


           Column A                        Column B                  Column C                    Column D              Column E
           --------                        --------                  --------                    --------              --------
<S>                                        <C>               <C>                <C>              <C>                   <C>
                                                                        Additions
                                                             ---------------------------
                                           Balance at          Charged          Charged                               Balance at
                                           Beginning         to Cost and        to Other         Deductions             End of
         Description                       of Period          Expenses          Accounts           Describe              Period
         -----------                       ---------          --------          --------           --------            --------
Allowance for doubtful accounts,
    customers and others:
       For the years ended:
             December 31, 1999              $30,207           $ 97,659          $     -         $ 92,849 (A)          $35,017
             December 31, 1998              $26,221           $ 77,621          $    72         $ 73,707 (A)          $30,207
             December 31, 1997              $29,122           $ 68,012          $  (227)        $ 70,686 (A)          $26,221

Valuation allowance for deferred tax assets:
       For the years ended:
             December 31, 1999              $15,347           $ (3,643)         $     -         $      -              $11,704
             December 31, 1998              $19,562           $ (4,215)         $     -         $      -              $15,347
             December 31, 1997              $10,149           $ (1,478)         $10,891         $      -              $19,562

Accrued liabilities related to merger
  and integration expenses and other
  charges:
       For the years ended:
             December 31, 1999              $91,281           $ 90,520 (B)      $     -         $115,328 (C)          $66,473
             December 31, 1998              $     -           $252,000 (D)      $     -         $160,719 (E)          $91,281

       Notes:
       ------
       (A)  Accounts charged off net of recoveries of amounts previously written off.
       (B)  During the third quarter of 1999, the Company recorded merger and integration expenses and other charges related to the
            closing of its  mergers with Aliant Communications Inc., Liberty Cellular, Inc., its affiliate KINI L.C., Advanced
            Information Resources, Limited and Southern Data Systems and with certain loss contingencies and other restructuring
            activities.
       (C)  Includes cash outlay of $105,562 for expenses paid for as of December 31, 1999 and a non-cash charge of $9,766 resulting
            from write-downs in the carrying value of certain in-process software development assets with no alternative future use
            or functionality and capitalized leasehold improvements related to leased facilities abandoned by the Company.
       (D)  During the third quarter of 1998, the Company recorded merger and integration expenses related to the closing of its
            merger with 360 Communications Company.
       (E)  Includes cash outlay of $85,919 for expenses paid for as of December 31, 1998 and a non-cash charge of $74,800 resulting
            from the write-down in the carrying value of certain in-process software development assets with no alternative future
            use or functionality and a write-down in the carrying value of certain assets resulting from the immediate abandonment
            of the buildout of three PCS markets.
       (F)  See Note 9 on pages 51-52 of ALLTEL's 1999 Annual Report to Stockholders, which is incorporated herein by reference, for
            additional information regarding the merger and integration expenses and other charges recorded by the Company in 1999
            in 1998.
</TABLE>

                                                                   24


<PAGE>

                                  EXHIBIT INDEX

Number and Name                                                             Page
---------------                                                             ----
  (3)(a)     Amended and Restated Certificate of Incorporation of            *
             ALLTEL Corporation (incorporated herein by reference
             to Exhibit B to Proxy Statement, dated March 9, l990).

     (a)(1)  Amendment No. 1 to Amended and Restated Certificate of          *
             Incorporation of ALLTEL Corporation (incorporated herein
             by reference to Annex F of ALLTEL Corporation Registration
             Statement (File No. 333-51915) on Form S-4 dated May 6,
             1998).

     (b)     By-Laws of ALLTEL Corporation (As amended as of January 29,     *
             1998). (incorporated herein by reference to Exhibit 3(b) to
             Form 10-K for the fiscal year ended December 31, 1997).

  (4)(a)     Rights Agreement dated as of January 30, l997, between          *
             ALLTEL Corporation and First Union National Bank of North
             Carolina (incorporated herein by reference to Form 8-K
             dated February 3, l997, filed with the Commission on
             February 4, l997).

     (b)     The Company agrees to provide to the Commission, upon           --
             request, copies of any agreement defining rights of
             long-term debt holders.

(10)(a)(1)   Executive Compensation Agreement and amendments thereto         *
             by and between the Company and Joe T. Ford (incorporated
             herein by reference to Exhibit 10(b) to Form 10-K for the
             fiscal year ended December 31, 1983).

    (a)(2)   Modification to Executive Compensation Agreement by and         *
             between the Company and Joe T. Ford effective as of
             January 1, 1987 (incorporated herein by reference to
             Exhibit 10(b)(2) to Form 10-K for the fiscal year ended
             December 31, 1986).

    (a)(3)   Modification to Executive Compensation Agreement by and         *
             between ALLTEL Corporation and Joe T. Ford, effective as
             of January 1, 1991 (incorporated herein by reference to
             Exhibit 10 of ALLTEL Corporation Registration Statement
             (File No. 33-44736) on Form S-4 dated December 23, 1991).

    (a)(4)   Split-dollar Life Insurance Agreement by and between the        *
             Corporation and Joe T. Ford effective as of March 1,
             1994 (incorporated herein by reference to Exhibit 10(a)(4)
             to Form 10-K for the fiscal year ended December 31, 1994).

    (b)      Amended and Restated Employment Agreement by and between        *
             the Company and Dennis E. Foster1994 (incorporated herein
             by reference to Exhibit 10(b) to Form 10-K for the fiscal
             year ended December 31, 1998).

    (c)(1)   Change in Control Agreement by and between the Company and      *
             Scott T. Ford effective as of April 25, 1996 (incorporated
             herein by reference to Exhibit 10(c)(6) to Form 10-Q for the
             period ended June 30, 1996).

    (c)(2)   Change in Control Agreement by and between the Company and      *
             Kevin L. Beebe effective as of July 23, 1998(incorporated
             herein by reference to Exhibit 10(c)(2) to Form 10-K for the
             fiscal year ended December 31, 1998).


* Incorporated herein by reference as indicated.

                                       25
<PAGE>


EXHIBIT INDEX, Continued
-------------
Number and Name                                                             Page
---------------                                                             ----
(10)(c)(3) Change in Control Agreement by and between the Company            *
           and Michael T. Flynn effective as of July 23, 1998.
           (incorporated herein by reference to Exhibit 10(c)(3)
           to Form 10-K for the fiscal year ended December 31, 1998).

    (c)(4) Change in Control Agreement by and between the Company            *
           and Jeffrey H. Fox effective as of January 30, 1997.
           (incorporated herein by reference to Exhibit 10(c)(4)
           to Form 10-K for the fiscal year ended December 31, 1998).

    (c)(5) Change in Control Agreement by and between the Company            *
           and Francis X. Frantz effective as of October 24, 1994
           (incorporated herein by reference to Exhibit 10(c)(4)
           to Form 10-K for the fiscal year ended December 31, 1994).

    (c)(6) Change in Control Agreement by and between the Company and        *
           Jeffrey R. Gardner effective as of January 28, 1999
           (incorporated herein by reference to Exhibit 10(c)(8) to
           Form 10-K for the fiscal year ended December 31, 1998).

    (d)(1) Split-dollar Life Insurance Agreement by and between the          *
           Company and Francis X. Frantz effective as of March 1,
           1994 (incorporated herein by reference to Exhibit 10(d)(2)
           to Form 10-K for the fiscal year ended December 31, 1994).

    (e)(1) ALLTEL Corporation Supplemental Executive Retirement Plan,        *
           effective October 24, 1994 (incorporated herein by
           reference to Exhibit 10(e)(1) to Form 10-K for the fiscal
           year ended December 31, 1994).

    (f)(1) ALLTEL Corporation 1998 Management Deferred Compensation Plan,    *
           effective June 23, 1998 (incorporated herein by reference to
           Exhibit 10(f)(5) to Form 10-Q for the period ended June 30,
           1998).

    (f)(2) ALLTEL Corporation 1998 Directors' Deferred Compensation Plan,    *
           effective June 23, 1998 (incorporated herein by reference to
           Exhibit 10(f)(6) to Form 10-Q for the period ended June 30,
           1998).

    (g)(1) ALLTEL Corporation 1975 Incentive Stock Option Plan (as           *
           amended and restated effective July 26, 1988)
           (incorporated herein by reference to Exhibit 10(i) to Form
           10-K for the fiscal year ended December 31, 1988).

    (g)(2) ALLTEL Corporation 1991 Stock Option Plan (incorporated           *
           herein by reference to Exhibit A to Proxy Statement,
           dated March 8, 1991).

    (g)(3) ALLTEL Corporation l994 Stock Option Plan for Employees           *
           (incorporated herein by reference to Exhibit A to Proxy
           Statement dated March 4, l994).

    (g)(4) ALLTEL Corporation l994 Stock Option Plan for Nonemployee         *
           Directors (incorporated herein by reference to Exhibit B
           to Proxy Statement dated March 4, l994).

    (g)(5) First Amendment to ALLTEL Corporation l994 Stock Option Plan      *
           for Nonemployee Directors (incorporated herein by reference
           to Exhibit 10(g)(5) to Form 10-K for the fiscal year ended
           December 31, 1996).

* Incorporated herein by reference as indicated.

                                       26


<PAGE>





EXHIBIT INDEX, Continued

Number and Name                                                             Page
---------------                                                             ----
(10)(g)(6)  ALLTEL Corporation l998 Equity Incentive Plan (incorporated      *
            herein by reference to Annex G of ALLTEL Corporation
            Registration Statement (File No. 333-51915) on Form S-4
            dated May 6, 1998).

    (h)     Systematics, Inc. 1981 Incentive Stock Option Plan and           *
            Amendment No. 1 thereto (incorporated herein by reference to
            Form S-8 (File No. 33-35343) of ALLTEL Corporation filed with
            the Commission on June 11, 1990).

    (h)(1)  Amended and Restated 360 Communications Company                  *
            1996 Equity Incentive Plan (incorporated herein by
            reference to Form S-8 (File No. 333-88923) of ALLTEL
            Corporation filed with the Commission on October 13,
            1999).

    (h)(2)  Lincoln Telecommunications Company 1989 Stock and                *
            Incentive Stock Plan (incorporated herein by reference
            to Form S-8 (File No. 333-88907) of ALLTEL Corporation
            filed with the Commission on October 13, 1999).

    (i)     ALLTEL Corporation Performance Incentive Compensation Plan       *
            as amended, effective January 1, 1993 (Exhibit 10(i) to
            Form SE dated February 17, 1993).

    (i)(1)  Amendment No. 1 to ALLTEL Corporation Performance                *
            Incentive Compensation Plan (January 1, 1993
            Restatement), amendment effective January 29, 1998,
            (incorporated herein by reference to Exhibit 10(i)(1) to
            Form 10-K for the fiscal year ended December 31, 1997).

    (j)     ALLTEL Corporation Long-Term Performance Incentive               *
            Compensation Plan, as amended and restated effective
            January 1, 1993 (Exhibit 10(j) to Form SE dated February
            17, 1993).

    (j)(1)  Amendment No. 1 to ALLTEL Corporation Long-Term Performance      *
            Incentive Compensation Plan as amended and restated effective
            January 1, 1993, (incorporated herein by reference to
            Exhibit 10(j)(1) to Amendment No. 1 to Form 10-K for the
            fiscal year ended December 31, 1993).

    (j)(2)  Amendment No. 2 to ALLTEL Corporation Long-Term                  *
            Performance Incentive Compensation Plan (January 1, 1993
            Restatement), effective January 29, 1998, (incorporated
            herein by reference to Exhibit 10(j)(2) to Form 10-K for
            the fiscal year ended December 31, 1997).

    (k)     ALLTEL Corporation Pension Plan (January 1, 1994                 *
            Restatement) (incorporated herein by reference to
            Exhibit 10(k) to Form 10-K for the fiscal year ended
            December 31, 1994).

    (k)(1)  Amendment No. 1 to ALLTEL Corporation Pension Plan               *
            (January 1, 1994 Restatement) (incorporated herein by
            reference to Exhibit 10(k)(1) to Form 10-Q for the period
            ended March 31, 1995).

* Incorporated herein by reference as indicated.

                                       27
<PAGE>


EXHIBIT INDEX, Continued
-------------
Number and Name                                                             Page
---------------                                                             ----
(10)(k)(2)  Amendments No. 2 and 3 to ALLTEL Corporation Pension Plan        *
            (January 1, 1994 Restatement) (incorporated herein by
            reference to Exhibit 10(k)(2) to Form 10-Q for the period
            ended June 30, 1995).

    (k)(3)  Amendments No. 4 and 5 to ALLTEL Corporation Pension Plan        *
            (January 1, 1994 Restatement) (incorporated herein by
            reference to Exhibit 10(k)(3) to Form 10-K for the fiscal
            year ended December 31, 1995).

    (k)(4)  Amendments No. 6 and 7 to ALLTEL Corporation Pension Plan        *
            (January 1, 1994 Restatement) (incorporated herein by reference
            to Exhibit 10(k)(4) to Form 10-Q for the period ended
            September 30, 1996).

    (k)(5)  Amendments No. 8 and 9 to ALLTEL Corporation Pension Plan        *
            (January 1, 1994 Restatement) (incorporated herein by reference
            to Exhibit 10(k)(5) to Form 10-Q for the period ended
            March 31, 1997).

    (k)(6)  Amendment No. 10 to ALLTEL Corporation Pension Plan              *
            (January 1, 1994 Restatement) (incorporated herein by reference
            to Exhibit 10(k)(6) to Form 10-K for the fiscal year ended
            December 31, 1997).

    (k)(7)  Amendments No. 11 and 12 to ALLTEL Corporation Pension Plan      *
            (January 1, 1994 Restatement) (incorporated herein by reference
            to Exhibit 10(k)(7) to Form 10-K for the fiscal year ended
            December 31, 1997).

    (k)(8)  Amendment No. 13 to ALLTEL Corporation Pension Plan              *
            (January 1, 1994 Restatement) (incorporated herein by reference
            to Exhibit 10(k)(8) to Form 10-Q for the period ended
            September 30, 1999).

    (k)(9)  Amendment No. 14 to ALLTEL Corporation Pension Plan             85
            (January 1, 1994 Restatement).

    (l)     ALLTEL Corporation Profit-Sharing Plan (January 1, 1994          *
            Restatement) (incorporated herein by reference to
            Exhibit 10(l) to Form 10-K for the fiscal year ended
            December 31, 1994).

    (l)(1)  Amendments No. 1 and 2 to ALLTEL Corporation Profit-Sharing      *
            Plan (January 1, 1994 Restatement) (incorporated herein by
            reference to Exhibit 10(l)(1) to Form 10-Q for the period
            ended June 30, 1995).

    (l)(2)  Amendments No. 3 and 4 to ALLTEL Corporation Profit-Sharing      *
            Plan (January 1, 1994 Restatement) (incorporated herein by
            reference to Exhibit 10(l)(2) to Form 10-K for the fiscal year
            ended December 31, 1995).

    (l)(3)  Amendment No. 5 to ALLTEL Corporation Profit-Sharing Plan        *
            (January 1, 1994 Restatement) (incorporated herein by reference
            to Exhibit 10(l)(3) to Form 10-Q for the period ended
            September 30, 1996).


* Incorporated herein by reference as indicated.

                                       28


<PAGE>





EXHIBIT INDEX, Continued
-------------
Number and Name                                                             Page
---------------                                                             ----
(10)(l)(4)  Amendment No. 6 to ALLTEL Corporation Profit-Sharing Plan        *
            (January 1, 1994 Restatement) (incorporated herein by reference
            to Exhibit 10(l)(4) to Form 10-Q for the period ended March 31,
            1997).

    (l)(5)  Amendment No. 7 to ALLTEL Corporation Profit-Sharing Plan        *
            (January 1, 1994 Restatement) (incorporated herein by reference
            to Exhibit 10(l)(5) to Form 10-K for the fiscal year ended
            December 31, 1997).

    (l)(6)  Amendment No. 8 to ALLTEL Corporation Profit-Sharing Plan        *
            (January 1, 1994 Restatement) (incorporated herein by reference
            to Exhibit 10(l)(6) to Form 10-Q for the period ended March 31,
            1998).

    (l)(7)  Amendments No. 9 and 10 to ALLTEL Corporation Profit-Sharing     *
            Plan (January 1, 1994 Restatement) (incorporated herein by
            reference to Exhibit 10(l)(7) to Form 10-K for the fiscal year
            ended December 31, 1998).

    (l)(8)  Amendment No. 11 to ALLTEL Corporation Profit-Sharing Plan       *
            (January 1, 1994 Restatement) (incorporated herein by reference
            to Exhibit 10(l)(8) to Form 10-Q for the period ended June 30,
            1999).

    (l)(9)  Amendment No. 12 to ALLTEL Corporation Profit-Sharing Plan       *
            (January 1, 1994 Restatement) (incorporated herein by reference
            to Exhibit 10(l)(9) to Form 10-Q for the period ended
            September 30, 1999).

    (l)(10) Amendment No. 13 to ALLTEL Corporation Profit-Sharing Plan      92
            (January 1, 1994 Restatement).

    (m)     ALLTEL Corporation Benefit Restoration Plan (January 1,          *
            1996 Restatement). (incorporated herein by reference to
            Exhibit 10(m) to Form 10-K for the fiscal year ended
            December 31, 1995).

    (n)     Amended and Restated ALLTEL Corporation Supplemental             *
            Medical Expense Reimbursement Plan (incorporated herein
            by reference to Exhibit 10(p) to Form 10-K for the fiscal
            year ended December 31, 1990).

    (o)     ALLTEL Corporation Thrift Plan (January 1, 1994 Restatement)     *
            (incorporated herein by reference to Exhibit 10(p) to Form
            10-K for the fiscal year ended December 31, 1994).

    (o)(1)  Amendments No. 1 and 2 to ALLTEL Corporation Thrift Plan         *
            (January 1, 1994 Restatement) (incorporated herein by
            reference to Exhibit 10(p)(1) to Form 10-Q for the period
            ended June 30, 1995).

    (o)(2)  Amendment No. 3 ALLTEL Corporation Thrift Plan (January 1,       *
            1994 Restatement) (incorporated herein by reference to
            Exhibit 10(o)(2) to Form 10-K for the fiscal year ended
            December 31, 1995).


* Incorporated herein by reference as indicated.

                                       29
<PAGE>

EXHIBIT INDEX, Continued
-------------
Number and Name                                                             Page
---------------                                                             ----
(10)(o)(3)  Amended and Restated Amendment No. 4 and Amendment No. 5         *
            to ALLTEL Corporation Thrift Plan (January 1, 1994 Restatement)
           (incorporated herein by reference to Exhibit 10(o)(3) to Form
           10-K for the fiscal year ended December 31, 1996).

    (o)(4)  Amendment No. 6 to ALLTEL Corporation Thrift Plan (January 1,    *
            1994 Restatement) (incorporated herein by reference to
            Exhibit 10(o)(4) to Form 10-Q for the period ended
            March 31, 1997).

    (o)(5)  Amendment No. 7 to ALLTEL Corporation Thrift Plan (January 1,    *
            1994 Restatement) (incorporated herein by reference to
            Exhibit 10(o)(5) to Form 10-K for the fiscal year ended
            December 31, 1997).

    (o)(6)  Amendments No. 8 and 9 to ALLTEL Corporation Thrift Plan         *
            (January 1, 1994Restatement) (incorporated herein by reference
            to Exhibit 10(o)(6) to Form 10-Q for the period ended
            March 31, 1998).

    (o)(7)  Amendments No. 10, 11 and 12 to ALLTEL Corporation Thrift Plan   *
            (January 1, 1994 Restatement) (incorporated herein by reference
            to Exhibit 10(o)(7) to Form 10-K for the fiscal year ended
            December 31, 1998).

    (o)(8)  Amendments No. 13 and 14 to ALLTEL Corporation Thrift Plan       *
            (January 1, 1994 Restatement) (incorporated herein by reference
            to Exhibit 10(o)(9) to Form 10-Q for the period ended
            September 30, 1999).

    (o)(9)  Amendments No. 15 and 16 to ALLTEL Corporation Thrift Plan      100
            (January 1, 1994 Restatement).

(11)        Statement re computation of per share earnings.                  31

(13)        Annual report to stockholders for the year ended                 35
            December 31, 1999. Such report, except for the portions
            incorporated by reference herein, is furnished for the
            information of the Commission and is not "filed" as part
            of this report.

(21)        Subsidiaries of ALLTEL Corporation.                              32

(23)        Consent of Arthur Andersen LLP.                                  83

(24)        Powers of attorney.                                              84

(27)        Financial Data Schedule for the year ended                      107
            December 31, 1999.

(99)(a)     Annual report on Form 11-K for the ALLTEL Corporation            --
            Thrift Plan for the year ended December 31, 1999, will be
            filed by amendment.




* Incorporated herein by reference as indicated.

                                       30