EXHIBIT 99(b)



                          FORM 11-K INFORMATION FOR THE

               360 COMMUNICATIONS COMPANY RETIREMENT SAVINGS PLAN

                   AS OF AUGUST 1, 1999 AND DECEMBER 31, 1998

              AND FOR THE PERIOD JANUARY 1, 1999 TO AUGUST 1, 1999



<PAGE>



                              REQUIRED INFORMATION



         The 360 Communications Company Retirement Savings Plan (the "Plan") is
subject to the Employee Retirement Income Security Act of 1974.

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

         1.   Report of Independent Public Accountants

         2.   Statements of Net Assets Available for Benefits with Fund
              Information as of August 1, 1999 and December 31, 1998

         3.   Statement of Changes in Net Assets Available for Benefits with
              Fund Information for the period January 1, 1999 to August 1, 1999

         4.   Notes to Financial Statements and Supplemental Schedules as of
              August 1, 1999 and December 31, 1998

         5.   Schedule of Reportable Transactions for the period January 1, 1999
              to August 1, 1999

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


<PAGE>



                           360 COMMUNICATIONS COMPANY

                             RETIREMENT SAVINGS PLAN

                 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
          As of August 1, 1999 and December 31, 1998 and for the period
                        January 1, 1999 to August 1, 1999


                         TOGETHER WITH AUDITORS' REPORT



<PAGE>




                           360 COMMUNICATIONS COMPANY

                            RETIREMENT SAVINGS PLAN

                 Financial Statements and Supplemental Schedule

                 As of August 1, 1999 and December 31, 1998 and
                  for the period January 1, 1999 to August 1, 1999



                                    Contents

Report of Independent Public Accountants                                     1

Financial Statements:

     Statements of Net Assets Available for Benefits with
       Fund Information as of August 1, 1999 and December 31, 1998           2-3

     Statement of Changes in Net Assets Available for Benefits with
       Fund Information for the period January 1, 1999 to August 1, 1999     4

     Notes to Financial Statements and Supplemental Schedule                 5-9

Supplemental Schedule:

       Schedule I Line 27d - Schedule of Reportable Transactions
       for the period January 1, 1999 to August 1, 1999                      10



<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ----------------------------------------


         To the Participants and Administrative Committee of the
            360 Communications Company Retirement Savings Plan:

         We have audited the accompanying statements of net assets available for
         benefits with fund information of the 360 Communications Company
         Retirement Savings Plan (the "Plan") as of August 1, 1999 and
         December 31, 1998, and the related statement of changes in net assets
         available for benefits with fund information for the period January 1,
         1999 to August 1, 1999. These financial statements and the schedule
         referred to below are the responsibility of the Plan's management. Our
         responsibility is to express an opinion on these financial statements
         and schedule based on our audits.

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

         In our opinion, the financial statements referred to above present
         fairly, in all material respects, the net assets available for benefits
         with fund information of the Plan as of August 1, 1999 and December 31,
         1998, and the changes in net assets available for benefits with fund
         information for the period January 1, 1999 to August 1, 1999, in
         conformity with generally accepted accounting principles.

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

         As further discussed in Note 1 to the financial statements, the Board
         of Directors of ALLTEL Corporation, the Plan's sponsor, voted on
         July 22, 1999 to merge the Plan into the ALLTEL Corporation Thrift Plan
         effective August 1, 1999.


         Little Rock, Arkansas,
           November 19, 1999.



                                       1


<PAGE>



               360 Communications Company Retirement Savings Plan
      Statement of Net Assets Available For Benefits With Fund Information
                              As of August 1, 1999
                                 (In thousands)


                                            ALLTEL            PIMCO
                                          Corporation      Total Return
                                            Common          Investment
                             Total        Stock Fund(1)       Fund
                            ------        -------------    ------------
Assets:
Cash                        $    -          $     -

Receivables:
    Due from broker              -                -
    Income                       -
                            ------          -------          ------
Total receivables                -                -
                            ------          -------          ------

Investments, at
  fair value:
    ALLTEL Corporation
    common stock                 -                -

    Mutual funds                 -                -          $    -

    Participant loans            -
                            ------          -------          ------
Total investments                -                -               -
                            ------          -------          ------
Total assets                     -                -               -
                            ------          -------          ------

Liabilities:
    Due to broker                -
    Accrued expenses             -
                            ------          -------          ------
Total liabilities                -                -
                            ------          -------          ------
Net Assets Available
for Benefits                $    -          $     -          $    -
                            ======          =======          ======

     See Note 1 to the Financial Statements and Supplemental Schedules
     for information related to the merger.

         The accompanying notes are an integral part of this statement.

                                        2

<PAGE>
<TABLE>
<CAPTION>
                                                360 Communications Company Retirement Savings Plan
                                    Statement of Net Assets Available For Benefits With Fund Information - continued
                                                           As of August 1, 1999
                                                               (In thousands)


                                                                      Fidelity Investments
                        -----------------------------------------------------------------------------------------------
                         Equity               Over the            Managed
                         Income    Magellan   Counter   Overseas  Income    Freedom  Freedom  Freedom  Freedom  Freedom  Participant
                          Fund       Fund      Fund       Fund     Fund     Income    2000     2010     2020      2030      Loans

                         -------   --------   --------  --------  -------   -------  -------  -------  -------  -------  -----------
<S>                         <C>        <C>        <C>       <C>      <C>       <C>      <C>      <C>      <C>      <C>          <C>
Assets:
Cash

Receivables:
    Due from broker
    Income
                            ----       ----       ----      ----     ----      ----     ----     ----     ----     ----         ----
Total receivables
                            ----       ----       ----      ----     ----      ----     ----     ----     ----     ----         ----

Investments, at
fair value:
    ALLTEL Corporation
    common stock

    Mutual funds            $  -       $  -       $  -      $  -     $  -      $  -     $  -     $  -     $  -     $  -

    Participant loans          -                                                                                                $  -
                            ----       ----       ----      ----     ----      ----     ----     ----     ----     ----         ----
Total investments              -          -          -         -        -         -        -        -        -        -            -

                            ----       ----       ----      ----     ----      ----     ----     ----     ----     ----         ----
Total assets                   -          -          -         -        -         -        -        -        -        -            -
                            ----       ----       ----      ----     ----      ----     ----     ----     ----     ----         ----

Liabilities:
    Due to broker              -
    Accrued expenses           -
                            ----       ----       ----      ----     ----      ----     ----     ----     ----     ----         ----
Total liabilities              -          -
                            ----       ----       ----      ----     ----      ----     ----     ----     ----     ----         ----

Net Assets Available
   for Benefits             $  -       $  -       $  -      $  -     $  -      $  -     $  -     $  -     $  -     $  -         $  -
                            ====       ====       ====      ====     ====      ====     ====     ====     ====     ====         ====

</TABLE>
<PAGE>


               360 Communications Company Retirement Savings Plan
      Statement of Net Assets Available For Benefits With Fund Information
                             As of December 31, 1998
                                 (In thousands)


                                            ALLTEL            PIMCO
                                          Corporation      Total Return
                                            Common          Investment
                             Total        Stock Fund(1)       Fund
                            -------       -------------    ------------
Assets:
Cash                        $   851         $   851

Receivables:
    Due from broker             471             471
    Income                      132             132
                            -------         -------          ------
Total receivables               603             603
                            -------         -------          ------

Investments, at
  fair value:
    ALLTEL Corporation
    common stock             25,420          25,420

    Mutual funds             68,805                          $4,192

    Participant loans         4,217
                            -------         -------          ------
Total investments            98,442          25,420           4,192

                            -------         -------          ------

Total assets                 99,896          26,874           4,192
                            -------         -------          ------


Liabilities:
    Due to broker               205             205
    Accrued expenses              9               9
                            -------         -------          ------
                            -------         -------          ------
Total liabilities               214             214
                            -------         -------          ------

Net Assets Available
for Benefits$               $99,682         $26,660          $4,192
                            =======         =======          ======

     See Note 1 to the Financial Statements and Supplemental Schedules for
     information related to the merger.

         The accompanying notes are an integral part of this statement.

                                        3

<PAGE>
<TABLE>
<CAPTION>
                                                360 Communications Company Retirement Savings Plan
                                    Statement of Net Assets Available For Benefits With Fund Information - continued
                                                             As of December 31, 1998
                                                                 (In thousands)


                                                              Fidelity Investments
                        -----------------------------------------------------------------------------------------------
                         Equity               Over the            Managed
                         Income    Magellan   Counter   Overseas  Income    Freedom  Freedom  Freedom  Freedom  Freedom  Participant
                          Fund       Fund      Fund       Fund     Fund     Income    2000     2010     2020      2030      Loans

                         -------   --------   --------  --------  -------   -------  -------  -------  -------  -------  -----------
<S>                      <C>       <C>        <C>       <C>       <C>         <C>      <C>      <C>      <C>      <C>      <C>
Assets:
Cash

Receivables:
    Due from broker
    Income
                         -------   -------    ------    ------    -------     ---      ----     ----     ----     ----     ------
Total receivables
                         -------   -------    ------    ------    -------     ---      ----     ----     ----     ----     ------

Investments, at
fair value:
    ALLTEL Corporation
    common stock

    Mutual funds         $17,666   $20,419    $6,773    $3,597    $13,557     $26      $243     $865     $782     $685

    Participant loans                                                                                                      $4,217
                         -------   -------    ------    ------    -------     ---      ----     ----     ----     ----     ------
Total investments         17,666    20,419     6,773     3,597     13,557      26       243      865      782      685      4,217

                         -------   -------    ------    ------    -------     ---      ----     ----     ----     ----     ------
Total assets              17,666    20,419     6,773     3,597     13,557      26       243      865      782      685      4,217
                         -------   -------    ------    ------    -------     ---      ----     ----     ----     ----     ------

Liabilities:
    Due to broker
    Accrued expenses
                         -------   -------    ------    ------    -------     ---      ----     ----     ----     ----     ------
Total liabilities
                         -------   -------    ------    ------    -------     ---      ----     ----     ----     ----     ------

Net Assets Available
   for Benefits          $17,666   $20,419    $6,773    $3,597    $13,557     $26      $243     $865     $782     $685     $4,217
                         =======   =======    ======    ======    =======     ===      ====     ====     ====     ====     ======

</TABLE>
<PAGE>



               360 COMMUNICATIONS COMPANY RETIREMENT SAVINGS PLAN
            NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE



     1.  PLAN MERGER

     On July 1, 1998, 360 Communications Company ("360" or the "Company")
     completed its merger with ALLTEL Corporation ("ALLTEL") under a definitive
     merger agreement entered into on March 16, 1998. Under the terms of the
     merger agreement, 360 became a wholly-owned subsidiary of ALLTEL. In
     connection with the merger, each outstanding share of 360 common stock was
     converted into the right to receive .74 shares of ALLTEL Corporation common
     stock. Accordingly, the 360 Communications Company Retirement Savings Plan
     (the "Plan") was amended during 1998 to convert the Plan's investment in
     360 common stock into ALLTEL Corporation common stock. In addition,
     participants in the Plan became fully vested in all allocated Company
     contributions as a result of the merger.

     Effective August 1, 1999, the Plan was merged with and into the ALLTEL
     Corporation Thrift Plan (the "ALLTEL Plan"). As a result, Plan assets of
     $94,512,000 were transferred to the ALLTEL Plan as of the effective date.
     Effective as of the merger date, the general provisions of the ALLTEL Plan
     will govern with respect to the interests of the Plan participants to the
     extent not inconsistent with any provision of the Plan that may not be
     eliminated under Section 411(d)(6) of the Internal Revenue Code (the
     "Code"). Prior to the merger, Plan benefits were as stated in Note 2. See
     Note 5 for other changes in plan provisions resulting from the merger with
     ALLTEL.

     2.  DESCRIPTION OF THE PLAN

     The following brief description of the Plan provides only general
     information. Participants should refer to the Plan document and the summary
     plan description for more complete information.

     General

     The Plan is a defined contribution plan established and sponsored by
     360 and is intended to qualify under Section 401(a) of the Code.
     The Plan is administered by the Administrative Committee established
     pursuant to the Plan.

     The Plan includes a qualified cash or deferred arrangement as defined in
     Section 401(k) of the Code and is subject to the provisions of the Employee
     Retirement Income Security Act of 1974 ("ERISA").

     Background

     Prior to March 7, 1996, 360 was a subsidiary of Sprint Corporation
     ("Sprint"). On March 7, 1996, Sprint effected a tax-free spinoff of
     360 to Sprint shareholders. Concurrent with the spinoff, a new Plan
     was established by which identical investment funds were adopted and all
     account balances for the Company's associates were transferred from the
     Sprint Retirement Savings Plan to the Plan.

     Eligibility

     Elective deferrals made by associates to the Plan are voluntary.
     Individuals employed by the Company for more than one year and who are not
     represented by a collective bargaining unit are eligible to participate.
     Regular full-time employees who have attained age 35 but not yet completed
     one year of service are also eligible to participate in the Plan.





                                       5

<PAGE>



               360 COMMUNICATIONS COMPANY RETIREMENT SAVINGS PLAN
            NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE



     2.  DESCRIPTION OF THE PLAN (continued)

     Contributions

     Participants can contribute up to 16% of their eligible pay to a pre-tax
     account, provided total contributions to the pre-tax account did not exceed
     an annual limitation of $10,000 for 1999 and 1998. The percentage that can
     be contributed by participants who meet the definition of a highly
     compensated employee as defined in the Code is periodically recomputed in
     order to maintain compliance with the permitted disparity provisions of the
     Code. The annual limitation on contributions to the pre-tax account is
     established under the Code. Currently contributions are allowed only to the
     pre-tax account. Subject to certain limitations and restrictions, the Plan
     permits participants to make rollover contributions from other plans
     qualified under Section 401(a) of the Code. The Plan, as amended December
     17, 1998, suspends any contributions for compensation paid after December
     30, 1998. In addition, no contribution of any rollover amount that had not
     been approved by the Administrative Committee prior to January 1, 1999
     shall be permitted.

     The Company makes a dollar for dollar matching contribution to the Plan.
     Contributions in excess of 6% of each participant's pay are not included in
     this calculation of the Company contribution. Contributions are made in
     cash or Company stock with a market value equal to the Company contribution
     requirement. The Plan, as amended December 17, 1998, suspends any
     contributions of any matching amount with respect to compensation paid
     after December 30, 1998.

     In 1996, the Company introduced an age-related contribution referred to as
     the age-progressive contribution in the Plan. This age-related contribution
     is available for eligible participants in the Plan who have attained age 25
     and are employed by the Company as of the last pay period each year.
     Employees not enrolled in the Plan that have completed one year of service
     or are age 35 or older are still eligible for the age-progressive
     contribution. If an investment election does not appear on file for
     eligible participants at the time the age-progressive contribution is made,
     the allocation is automatically invested in the PIMCO Total Return
     Investment Fund, Inc. The Plan, as amended December 17, 1998, suspends any
     age-progressive contributions for plan years beginning after December 31,
     1998.

     Investment Funds

     Participants may direct their contributions into the ALLTEL Corporation
     Common Stock Fund (360 Communications Company Common Stock Fund prior to
     December 17, 1998), a Bond Fund invested in the PIMCO Total Return
     Investment Fund, Inc., and any of ten funds managed by Fidelity Investments
     consisting of the Equity Income Fund, Magellan Fund, Managed Income Fund,
     Over the Counter Fund, Overseas Fund, Freedom Income Fund, Freedom 2000
     Fund, Freedom 2010 Fund, Freedom 2020 Fund, and the Freedom 2030 Fund.
     Company contributions are invested in the same investment funds as Plan
     participant contributions.

     Participants may redirect the funds in which their current contributions
     are invested each pay period. In addition, participants may also transfer
     existing balances between funds on any week day, except holidays when the
     New York Stock Exchange is closed. However, certain limitations do apply in
     that at no time can transfers be made directly or indirectly (within 90
     days) from the Managed Income Fund to the PIMCO Total Return Investment
     Fund.





                                       6

<PAGE>



               360 COMMUNICATIONS COMPANY RETIREMENT SAVINGS PLAN
            NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE



     2.  DESCRIPTION OF THE PLAN (continued)

     Vesting

     Participants are 100% vested in their participant contribution accounts at
     all times.

     Participants have an immediate 100% vested right to their Company
     contributions upon 5 or more years of continuous service with the Company.
     Earlier vesting may occur, if while an employee of the Company, a
     participant: (1) attains age 65, (2) incurs a permanent and total
     disability, (3) dies, or (4) receives approval of the Company's Board of
     Directors under certain circumstances.

     Terminating participants who do not meet these vesting guidelines forfeit
     the non-vested portion of the Company contribution. Such amounts are used
     to offset future Company contribution requirements.

     Effective September 11, 1998, participants that had not become fully vested
     in the Company contribution became fully vested and the contributions
     became non-forfeitable.

     Withdrawals

     Participants may withdraw the vested value of their account when they
     retire, terminate employment with the Company, reach age 59 1/2, meet
     "hardship" requirements defined in the Code, or become permanently and
     totally disabled. Withdrawals may also be made from the after-tax portion
     of their account and the vested portion of their Company contribution
     account that has been held by the Plan for two full calendar years
     following the year of contribution. These withdrawals may not be made more
     often than twice per year. The minimum withdrawal is the lesser of $1,000
     or 50% of the amount that may be withdrawn.

     Participant Loans

     Participants may borrow the lower of (1) one-half of the total value of
     their vested account balance, (2) $50,000 reduced by the highest
     outstanding balance of the participant's loan from the Plan during the one
     year period ending on the date the loan is made, or (3) the total value of
     their pre-tax account. The minimum loan is $1,000. Participants may have no
     more than two loans outstanding from the Plan at a time. Amounts borrowed
     by participants must be repaid within 5 years and no sooner than 6 months.
     In the event that the proceeds of the loan are used to acquire a
     participant's principal residence, the maximum repayment period may be as
     much as 25 years. The interest rate charged on loans is set by the
     Administrative Committee.

     Participant Accounts

     A separate account is maintained for each participant in the Plan. Each
     participant's account is adjusted for (a) Company contributions made on
     behalf of the participant, (b) the participant's own contributions made to
     the Plan, including rollover contributions, (c) the participant's share of
     any investment income (losses), (d) withdrawals, (e) loans, (f) forfeitures
     of Company contributions due to the participant's withdrawal, and (g)
     transfers directed by the participant from one investment fund to another.





                                       7


<PAGE>



               360 COMMUNICATIONS COMPANY RETIREMENT SAVINGS PLAN
            NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE



     2.  DESCRIPTION OF THE PLAN (continued)

     Plan Expenses

     Most administrative expenses are paid for by the Company. Mutual funds
     offered under the Plan incur fees related to their daily operations. These
     expenses are paid out of the Plan's mutual fund assets and are reflected in
     their share price or dividends; they are neither billed directly to
     participants nor deducted from their accounts. Certain administrative
     charges for employee loans are charged to participants with outstanding
     loans.

     3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The following is a summary of the significant accounting policies of the
     Plan:

     Valuation of Investments

     Investments of the Plan are valued at fair market value except the Managed
     Income Fund, which is valued at estimated fair value (contract value
     representing invested principal plus accrued interest thereon). The fair
     market value of the common stock and mutual funds is based on the value of
     the last reported sale on the last business day of the year. Loans to
     participants are valued at their principal balance.

     Interest

     Income from the investments is recorded as earned on an accrual basis.

     Use of Estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets, liabilities, and
     changes therein, and disclosure of contingent assets and liabilities.
     Actual results could differ from these estimates.

     Withdrawals

     Withdrawals, other than cash, are recorded at the fair market value of the
     assets on the date of distribution.










                                       8


<PAGE>



               360 COMMUNICATIONS COMPANY RETIREMENT SAVINGS PLAN
            NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE



     4.  INVESTMENTS

     The following table presents the cost and fair value of Plan investments
     that represent 5% or more of the Plan's net assets available for benefits
     (in thousands):

<TABLE>
                                                                August 1, 1999                December 31, 1998
                                                          -------------------------       ----------------------------
                                                            Cost       Fair Value           Cost          Fair Value
                                                          -------------------------       ----------------------------
     Investments at fair value as determined by
     quoted market price:
     <S>                                                    <C>          <C>               <C>              <C>
     Common stock:
         ALLTEL common stock                                $    -       $    -            $13,986          $25,420
     Mutual funds:
         Magellan Fund                                           -            -             16,165           20,419
         Equity Income Fund                                      -            -             15,176           17,666
         Over the Counter Fund                                   -            -              5,484            6,773
     Managed Income Fund                                         -            -             13,557           13,557
     PIMCO Total Return Investment Fund                          -            -              4,229            4,192
</TABLE>

     5.  PLAN AMENDMENTS

     In connection with the merger, the Plan was amended to reflect the
     following changes:

     Amendment No. 4 to the Plan transitions the Company Stock (360 common
     stock) to ALLTEL common stock, par value $1.00 per share, as of
     December 17, 1998.

     Amendment No. 5 to the Plan allows participants in the Plan that had not
     become fully vested in the Company contribution prior to September 11, 1998
     to become fully vested and the contributions become non-forfeitable as of
     the close of business on September 11, 1998. In addition, the amendment
     provides for the funding of the contribution through forfeitures, amounts
     contributed by the employers for such purpose, or if that is insufficient,
     by earnings or gains to the Plan.

     Amendment No. 6 to the Plan suspends the contributions and any matching
     amount for any compensation paid after December 30, 1998. In addition, no
     age-progressive contributions are permitted for plan years beginning
     after December 31, 1998.

     6.  INCOME TAX STATUS

     The Internal Revenue Service has determined and informed the Company by a
     letter dated October 9, 1997, that the Plan and related trust are designed
     in accordance with applicable sections of the Code. The Plan has been
     amended since receiving the determination letter. However, the Plan
     administrator and the Plan's tax counsel believe that the Plan was designed
     and was operated in compliance with the applicable requirements of the
     Code.

     7.  RELATED PARTY TRANSACTIONS

     Certain Plan investments were shares of mutual funds managed by Fidelity
     Investments. Fidelity Investments was the trustee as defined by the Plan
     and, therefore, these transactions qualify as party-in-interest. Fees paid
     by the Plan for the investment management services amounted to $17,000 for
     the period ended August 1, 1999.


                                       9


<PAGE>







                              SUPPLEMENTAL SCHEDULE



<PAGE>

SCHEDULE I
                           360 COMMUNICATIONS COMPANY
                            RETIREMENT SAVINGS PLAN
                 Line 27d - Schedule of Reportable Transactions
                For the period January 1, 1999 to August 1, 1999
                  (In thousands, except number of transactions)


<TABLE>
<CAPTION>
                                                                                                          Fair
                                   Number of          Purchase          Selling                          Market          Realized
Description of Assets            Transactions          Price             Price            Cost            Value         Gain/(Loss)
---------------------            ------------          -----             -----            ----            -----         -----------
Category (iii) = A series of transactions in excess of 5% of the fair value of
                 plan assets at the beginning of the year
<S>                                   <C>             <C>               <C>             <C>             <C>                <C>
*ALLTEL Corporation
     Common Stock Fund                136              $1,516           $     -         $ 1,516         $ 1,516            $     -
                                      131                   -            33,290          15,503          33,290             17,787

*Fidelity Magellan Fund               141               3,533                 -           3,533           3,533                  -
                                      132                   -            24,772          19,698          24,772              5,074

*Fidelity Equity Income Fund          132               1,334                 -           1,334           1,334                  -
                                      128                   -            20,374          16,510          20,374              3,864

*Fidelity Over the Counter Fund       127                 933                 -             933             933                  -
                                      112                   -             8,877           6,417           8,877              2,460

*Fidelity Managed Income Fund         132               3,612                 -           3,612           3,612                  -
                                      116                   -            17,170          17,170          17,170                  -

PIMCO Total Return
     Investment Fund                  130                 490                 -             490             490                  -
                                      122                   -             4,510           4,719           4,510               (209)
</TABLE>

There were no category (i), (ii) or (iv) transactions during the year.


*Represents a Party-In-Interest






                                       10