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, 1996

                                      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)661-8000


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

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

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


                                     NONE
                               (Title of Class)

           Indicate by check mark whether the registrant (1) has filed all
      reports required to be filed by Section 13 or 15(d) of the Securities
      Exchange Act of 1934 during the preceding 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2)
      has been subject to such filing requirements for the past 90 days.
        YES  X    NO    

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

           Aggregate market value of voting stock held by non-affiliates as of
      January 31, 1997 -  $5,999,200,537

           Common shares outstanding, January 31, 1997 -  186,745,542

                      DOCUMENTS INCORPORATED BY REFERENCE
      Document                                            Incorporated Into
      Portions of the annual report to stockholders
        for the year ended December 31, 1996              Parts I, II and IV
      Proxy statement for the 1997 annual meeting
        of stockholders                                   Part III
      The Exhibit Index is located on pages 22 to 26.

<PAGE>

                              ALLTEL Corporation
                       Securities and Exchange Commission
                              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 or
    investments that provide wireline local and network access service,
    wireless communications, wide-area paging and fiber optic-based long-
    distance telephone service, and information processing management services
    and advanced applications software.  Telecommunications products and
    electronic and electric wire and cable are warehoused and sold by the
    Company's distribution subsidiaries.  The Company also publishes telephone
    directories for affiliates and other independent telephone companies.

    ACQUISITIONS

    During 1996, ALLTEL Mobile Communications, Inc. ("ALLTEL Mobile") entered
    into a purchase agreement to increase its ownership to 100 percent in two
    Alabama Rural Service Areas ("RSAs"), representing approximately 200,000
    cellular "pops" or potential customers.  This purchase was completed in
    February 1997.  In addition, ALLTEL Mobile increased its ownership interest
    in one North Carolina RSA and purchased an interest in one Florida RSA.

    During 1995, ALLTEL Mobile entered into a joint venture with BellSouth
    Mobility, Inc. involving cellular properties in five states.  As a result
    of this joint venture, ALLTEL Mobile owns a 53.5 percent interest in the
    Columbia and Florence, South Carolina market, an 11.1 percent interest in
    the Greensboro, North Carolina Metropolitan Statistical Area ("MSA"), an
    11.1 percent interest in a North Carolina RSA, and no longer owns a
    majority interest in the Jackson, Mississippi market.  In addition during
    1995, ALLTEL Mobile 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 acquired properties are contiguous to ALLTEL Mobile's Albany, Georgia
    and Charlotte, North Carolina markets.  In January 1995, ALLTEL Mobile
    purchased U.S. Cellular's 20 percent interest in the Fort Smith, Arkansas,
    MSA, thereby increasing ALLTEL Mobile's ownership interest in the Fort
    Smith MSA to 100 percent.

    In May 1995, ALLTEL Information Services, Inc. ("ALLTEL 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.

    In November 1994, the Company completed its acquisition of Medical Data
    Technology, Inc. ("MDT").  MDT provides information processing services to
    14 hospitals in the northeastern United States utilizing comprehensive
    application software developed by ALLTEL's healthcare information services
    subsidiary.  In October 1993, the Company completed its acquisition of TDS
    Healthcare Systems Corporation ("TDS"). TDS is a provider of comprehensive
    patient care and healthcare enterprise information systems serving more
    than 200 hospitals in the United States, Canada and Europe.  In 1994, TDS
    was merged into ALLTEL's healthcare information services subsidiary.  As
    further discussed below, the Company sold its healthcare information
    services business in January 1997.
                                        1
<PAGE>

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

    Item 1.  Business
                            THE COMPANY (continued)

    ACQUISITIONS (continued)

    Effective November 1, 1993, the Company and GTE Corporation ("GTE")
    completed an exchange of telephone service areas in several states.  ALLTEL
    exchanged approximately 95,000 access lines in Illinois, Indiana and
    Michigan and $443 million in cash for substantially all of the assets of
    the telephone operations of GTE in the State of Georgia, which served
    approximately 320,000 access lines.

    In October 1993, ALLTEL Publishing Corporation ("ALLTEL Publishing")
    completed its purchase of GTE Directories Service Corporation's ("GTE
    Directories") independent publishing business, which included contracts
    with more than 125 independent telephone companies across the country.

    During 1993, ALLTEL Mobile acquired a 100 percent interest in one Georgia
    RSA which had a population of approximately 145,000.  In addition, ALLTEL
    Mobile acquired interests in two other Georgia RSAs and increased its
    ownership in one Texas RSA and one Mississippi RSA.

    In January 1993, ALLTEL Mobile acquired an additional 20 percent interest
    in the Ft. Smith, Arkansas MSA.  This transaction increased ALLTEL Mobile's
    interest in the Ft. Smith MSA to 80 percent.

    During 1992, ALLTEL Mobile acquired a 60 percent interest and a 90 percent
    interest in the Ft. Smith, Arkansas and Fayetteville, Arkansas MSAs,
    respectively.  In addition, ALLTEL Mobile increased its ownership to 100
    percent in the Springfield, Missouri and Charlotte, North Carolina MSAs and
    to 64 percent in the Little Rock, Arkansas MSA.  Also in 1992, ALLTEL
    Mobile purchased an additional 42 percent interest in the Savannah,
    Georgia, MSA, increasing its total interest to 80 percent, and acquired
    additional interests in three Arkansas and Oklahoma RSAs, one Missouri RSA,
    and three Alabama RSAs.

    In December 1992, the Company acquired SLT Communications, Inc. ("SLT").
    SLT served approximately 49,000 telephone customers primarily in suburban
    Houston.  It also had approximately 328,000 cellular "pops", including a
    2.34 percent ownership in the Houston, Galveston and Beaumont, Texas MSA, a
    1 percent interest in the Little Rock, Arkansas MSA, and interests in four
    Texas RSA markets.  SLT also owned several cable television properties and
    a one-third interest in Metropolitan Houston Paging Services, which were
    subsequently sold during 1995.

    In February 1992, the Company acquired Computer Power, Inc. ("CPI"), the
    nation's largest provider of software and processing services to the
    mortgage industry.  CPI has a comprehensive set of proprietary software
    systems which includes the Mortgage Servicing Package, Residential Loan
    Inventory Control Package, the Residential Loan Production Control Package,
    and a number of related systems as well as consulting, training, portfolio
    conversion and other services.

    DISPOSITIONS

    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 a continuing preferred
    stock interest.  The preferred stock is convertible into common stock
    representing a 15 percent interest in a new privately held company,
    Ecilpsys Corporation.
                                        2

<PAGE>

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

    Item 1.  Business
                            THE COMPANY (continued)

    DISPOSITIONS (continued)

    In November 1994, the Company signed definitive agreements to sell certain
    telephone properties serving approximately 117,000 access lines in Arizona,
    California, Nevada, New Mexico, Oregon, Tennessee, Utah and West Virginia
    to Citizens Utilities Company ("Citizens") in exchange for approximately
    $250 million in cash and assumed debt and 3,600 access lines in
    Pennsylvania.  During 1995, the sale of all properties except for those in
    Nevada was completed.  The Company completed the sale of the Nevada
    properties in March 1996.  Upon completion of these property sales, the
    Company's wireline subsidiaries now serve approximately 1.7 million access
    lines in 14 states.

    In 1995, as part of its agreement to sell certain telephone properties, the
    Company also completed the sale of certain of its cable television
    properties to Citizens.  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.  Upon
    completion of these property sales, the Company provides cable television
    service to approximately 3,500 customers, primarily to residents of Bolivar
    and Stockton, Missouri.  These remaining cable television properties are
    not significant to the ongoing operations of the Company.

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

    In 1992, the Company sold substantially all of the assets of Ocean
    Technology, Inc. ("OTI"), which designed, developed, manufactured and
    marketed products for use in military command, control and communications
    systems.  After the sale of OTI, the Company did not have any manufacturing
    operations.

    MANAGEMENT

    The Company's staff at its headquarters and regional offices supervise,
    coordinate and assist subsidiaries in management activities, investor
    relations, acquisitions, corporate planning, insurance, and technical
    research. They also coordinate the financing program for the entire
    corporate system.

    EMPLOYEES

    At January 31, 1997, the Company had 15,436 employees.  Some of the
    employees of the Company's telephone subsidiaries are part of collective
    bargaining units.  The Company maintains good relations with all employee
    groups.

    INDUSTRY SEGMENTS

    Financial information about industry segments is included in the Company's
    1996 Annual Report to Stockholders, which is incorporated herein by
    reference.
                                        3
<PAGE>

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

    Item 1.  Business
                       WIRELINE (TELEPHONE) OPERATIONS

    LOCAL SERVICE

    General

    The Company's wireline subsidiaries provide local service to over 1,681,000
    customer lines through 572 exchanges in 14 states.  The wireline
    subsidiaries also offer facilities for private line, data transmission and
    other communications services.

    Regulation

    Historically, the Company's wireline subsidiaries have provided local
    telephone service under franchises granted by state regulatory commissions
    and have been 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 Federal Communications Commission ("FCC") has
    historically had primary jurisdiction over the interstate toll and access
    rates of these companies and issues related to interstate telephone
    service.

    The Telecommunications Act of 1996 (the "96 Act"), which became effective
    on February 8, 1996, has 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 incumbent local exchange
    carriers 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 wireline subsidiaries are rural telephone companies and are
    exempt from certain of the foregoing obligations unless, in response to a
    bona fide request, a state regulatory commission removes that exemption.
    The 96 Act requires the FCC to develop rules necessary to implement certain
    aspects of the 96 Act, and to revise the current Universal Service Fund in
    response to the recommendations of a federal-state joint board.

    On August 8, 1996, the FCC issued its First and Second Report and Order
    promulgating rules to implement certain aspects of the 96 Act.  The rules,
    among other matters, attempt to impose pricing guidelines that must be used
    by state commissions in implementing the 96 Act, defined the network
    elements of services that must be unbundled and separately priced,
    determined that existing interconnection agreements among incumbent local
    exchange carriers must be filed and approved by state commissions, and
    required local exchange telephone companies to begin compensating wireless
    communications providers for transporting and terminating calls on their
    networks. Numerous local exchange telephone companies and state utility
    commissions requested that the FCC stay and/or reconsider its order.  In
    addition, numerous parties filed petitions with various U.S. Courts of
    Appeal.  These petitions were consolidated in the U.S. Eighth Circuit Court
    of Appeals.  On September 27, 1996 and on October 15, 1996, the Eighth
    Circuit stayed pending a decision on the merits, certain aspects of the
    FCC rules, including the pricing guidelines and the rule

                                        4
<PAGE>

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

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

    LOCAL SERVICE (continued)

    Regulation (continued)

    allowing carriers to pick and choose select terms of interconnection that
    were agreed to by the incumbent and another telecommunications carrier.

    Certain of the Company's wireline subsidiaries have received requests from
    wireless communications providers for renegotiation of the existing
    transport and termination agreements.  The Company's wireline subsidiaries,
    as requested, are renegotiating the appropriate terms and conditions in
    compliance with the 96 Act.  Certain of the Company's wireline subsidiaries
    have received requests for transport and termination services from
    competing local exchange companies; however, none of these requests have
    related to competition with the Company's wireline subsidiaries.

    On November 7, 1996, the Federal-State Joint Board adopted a Recommended
    Decision regarding universal service, as required by the 96 Act.  The Joint
    Board did not make recommendations with respect to the existing high cost
    funding mechanism provided by current FCC rules.  On November 18, 1996, the
    FCC released a Public Notice seeking comments on the Joint Board's
    Recommended Decision.  Comments were sought on issues such as competitive
    neutrality, baseline support for low-income consumers, support for schools,
    libraries and rural health care providers, as well as, the administrative
    requirements to achieve these goals.  The FCC is required to issue a
    universal service order by May 8, 1997.  It is likely that the FCC will
    revise the high cost funding mechanism provided by current rules.  The
    Company's wireline subsidiaries received approximately $47 million from the
    current federal universal service fund in 1996.

    On December 24, 1996, the FCC issued its order implementing the accounting
    safeguards requirements of the 96 Act.  These safeguards are designed to
    ensure that subscribers of regulated non-competitive telecommunications
    services do not subsidize incumbent local exchange carriers' provision of
    competitive services.  As part of this order, the FCC adopted certain
    modifications to its affiliated transactions rules to provide greater
    protection against such subsidization.  The order is effective beginning in
    1997.  The Company is currently in the process of determining what
    implications, if any, the order may have on its wireline operations.

    There were no local rate increases requested by any of the Company's
    wireline subsidiaries in 1996, nor are there any rate requests currently
    pending before regulatory commissions.  During 1996, wireline operations
    were affected by certain regulatory commission orders designed to reduce
    earnings levels. These orders did not materially affect the results of
    operations of the Company's wireline subsidiaries.

    Certain states in which the Company's wireline subsidiaries operate have
    adopted alternatives to rate-of-return regulation, either through
    legislative or regulatory commission actions.  On February 4, 1997,
    Arkansas enacted the Telecommunications Regulatory Reform Act of 1997,
    that, among other matters, authorizes telecommunications carriers in
    Arkansas to elect to be regulated under forms of regulation that
    substantially reduce regulatory oversight, establishes a universal service
    fund to compensate incumbent local exchange carriers for, among other
    matters, reductions in federal universal service support funds, and allows
    the local exchange company pricing flexibility.  The Company has elected to
    be regulated under alternative regulation in Arkansas for its subsidiary,
    ALLTEL Arkansas, Inc.  The Company has also elected alternative regulation
    for its Georgia subsidiaries, Sugar Land Telephone Company in Texas,
    

                                        5

<PAGE>

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

    Item 1.  Business
                  WIRELINE (TELEPHONE OPERATIONS (continued)

    LOCAL SERVICE (continued)

    ALLTEL Alabama, Inc., and The Western Reserve Telephone Company in Ohio.
    The Company continues to evaluate alternative regulation for its other
    wireline subsidiaries.

    The Company's competitive local exchange subsidiary, ALLTEL Communications,
    Inc., ("ALLTEL Communications") has filed for approval to provide local
    exchange service in the states of Arkansas and North Carolina and
    anticipates applications in other states in the near future.  ALLTEL
    Communications is negotiating interconnection agreements with the
    appropriate incumbent local exchange carriers and is installing state-of-
    the-art networks that will enable it to provide services on both a
    facilities and resale basis.  ALLTEL Communications will provide local
    services in combination with other services provided by subsidiaries of the
    Company, including long-distance, wireless and internet services.

    Competition

    Historically, the Company's wireline subsidiaries have not experienced
    significant competition in the service areas allocated to them by the state
    regulatory commissions.  As a result of the passage of the 96 Act, the
    Company's local wireline subsidiaries may experience increased competition
    from various sources, including, but not limited to, resellers of their
    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 local telephone
    facilities.  The Company cannot predict the specific effects of competition
    on its local telephone 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 efficiency, restructuring
    rates and examining new product offerings and new markets for entry.

    LONG-DISTANCE SERVICES

    General

    The Company began offering long-distance telecommunications services during
    1996.  Long-distance service is being provided on a resale basis by the
    Company's subsidiary, ALLTEL Communications.  ALLTEL Communications is
    currently providing long-distance service in all of the states where the
    Company provides local exchange service.  In addition, ALLTEL
    Communications has begun to offer its services outside of the Company's
    local exchange service areas.  As of December 31, 1996, ALLTEL
    Communications had more than 134,000 customers.

    Regulation

    As a long-distance reseller, ALLTEL Communications' intrastate business is
    subject to limited regulation by state regulatory commissions and its
    interstate business is subject to regulation by the FCC.  State regulatory
    commissions currently require long-distance resellers to obtain a
    certificate of operating authority and the majority also require long-
    distance resellers to file tariffs.  The FCC issued an order which
    eliminated tariffing requirements.  The FCC and most state regulatory
    commissions also require such companies to meet certain minimum service
    standards.

                                        6

<PAGE>

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

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

    LONG-DISTANCE SERVICES (continued)

    Competition

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

    ACCESS SERVICES

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

    Regulation

    Access charges concerning interstate services are regulated by the FCC.  On
    December 24, 1996, the FCC released a Notice of Proposed Rulemaking
    regarding access charge reform.  The proposed rules, in most significant
    aspects, are not applicable to the Company's wireline subsidiaries.  The
    FCC has indicated it will issue another proposed rulemaking with respect to
    rate-of-return companies, such as the Company's wireline subsidiaries.

    The Company's wireline subsidiaries have elected to remain under rate base
    rate-of-return regulation ("ROR") with respect to interstate services.  For
    telephone companies remaining under ROR regulation, the FCC authorizes a
    rate-of-return that telephone companies may earn on interstate services
    they provide.  During 1996, the FCC did not represcribe the rate-of-return,
    which is currently 11.25 percent.

    The Company's wireline 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.

    Billing and collection

    Interstate billing and collection services were previously detariffed as
    ordered by the FCC.  The Company's wireline subsidiaries continue to
    provide interstate billing and collection services for interexchange
    carriers through various agreements and also provide intrastate billing and
    collection services under state tariff arrangements or under contract where
    these services are detariffed.  The demand for these services may increase
    as a result of the entrance of other carriers into the local and
    long-distance markets.

    Competition

    One consequence of competition is the bypass of the Company's wireline
    subsidiaries' facilities by local networks constructed by new providers of
    local exchange telephone services.  While currently there has been no
    significant measurable effect on the Company's wireline subsidiaries due to
    competition, the 96 Act may facilitate various forms of bypass of the
    Company's wireline subsidiaries' networks.

                                        7

<PAGE>
                              ALLTEL Corporation
                       Securities and Exchange Commission
                              Form 10-K, Part I

    Item 1.  Business
                  WIRELESS (CELLULAR) OPERATIONS

    GENERAL

    ALLTEL Mobile provides wireless telephone service to a wide array of
    customers in various markets throughout the United States, primarily
    located in the Sun Belt.  As wireless telephones have become increasingly
    popular across broader segments of the population, ALLTEL Mobile has, in
    addition to its traditional sales offices, opened retail outlets and
    located retail centers in high traffic department stores, where customers
    can purchase equipment and subscribe to ALLTEL Mobile services.

    BUSINESS

    One measure of a wireless telephone market's potential is the market's
    population times the percent of a company's ownership interest of the
    cellular operation in that market ("pops").  ALLTEL Mobile owns a majority
    interest in wireless operations in 13 MSAs and a minority interest in 14
    other MSAs, which total 5.1 million MSA cellular pops.  ALLTEL Mobile also
    owns a majority interest in wireless operations in 41 RSAs and a minority
    interest in 35 other RSAs, which total 3.4 million wireless pops.  ALLTEL
    Mobile operates systems in Montgomery, Alabama; Ft. Smith, Arkansas;
    Fayetteville, Arkansas; Little Rock, Arkansas; Ocala/Gainesville, Florida;
    Albany, Georgia; Aiken, South Carolina/Augusta, Georgia; Savannah, Georgia;
    Springfield, Missouri; Charlotte, North Carolina; Columbia, South Carolina
    and Florence, South Carolina.

    ALLTEL Mobile's subscriber fees are based upon the prevailing market and
    competitive conditions which exist in each service area operated.  At
    December 31, 1996, ALLTEL Mobile provided service to more than 795,000
    customers, which, based on its 8.5 million total pops, represented a market
    penetration rate of 9.4 percent.  For the year ended December 31, 1996,
    ALLTEL Mobile's churn rate averaged 2.2 percent in its wireless service
    areas, which is comparable to the industry average.

    COMPETITION

    Wireless carriers today face competition from a second carrier licensed to
    provide wireless telephone services in the same geographic area, as well as
    from wireless resellers who buy bulk wireless services from one of the two
    licensees and resell it to their customers.  ALLTEL Mobile will face new
    competitors in its markets as a result of the licensing of new wireless
    service providers including providers of personal communication services
    ("PCS") and enhanced mobile services.  Several PCS providers began
    operations in ALLTEL Mobile's markets during 1996; however, competition
    from these PCS providers has not had a significant adverse effect on ALLTEL
    Mobile's operations.  The Company expects more PCS providers to begin
    operations in its markets during 1997.

    The 96 Act provides cellular carriers numerous opportunities to emerge as
    full competitors to traditional telephone companies, including the
    opportunity to resell local telephone services and to be compensated by
    other telecommunications carriers for calls terminated on the cellular
    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 unless the FCC determines wireless
    carriers should be considered local exchange carriers under the 96 Act.
    The 96 Act limits the imposition on wireless carriers of equal access
    requirements without a detailed FCC rulemaking.  The 1993 Omnibus Budget
    Reconciliation Act preempted most state regulation of wireless carriers,
    therefore, wireless carriers' services are likely to continue to be
    minimally regulated for the foreseeable future.
                                        8

<PAGE>

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

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

    OTHER

    The Company participated in the FCC's "D" and "E" band PCS auctions, and on
    January 14, 1997, the Company was awarded the PCS licensing rights for 73
    markets in 12 states.  When issued by the FCC, the PCS licenses will enable
    the Company to increase the size of its potential wireless customer base to
    34 million.  In addition, the PCS licenses will increase the overlap of the
    Company's system-wide wireline and wireless service areas within its Sun
    Belt markets to 97 percent.

                                    PAGING

    ALLTEL Mobile also operates wide-area computer-driven paging networks as a
    complementary service to cellular telephones in Arkansas and Florida.  At
    December 31, 1996, ALLTEL Mobile provided paging service to more than
    37,000 customers, which, based on the total pops in its service areas of
    2.0 million, represented a market penetration rate of 1.9 percent.  For the
    year ended December 31, 1996, revenues per subscriber averaged $12 per
    month, and ALLTEL Mobile's churn rate averaged 3.1 percent in its paging
    service areas.  The Company also resells paging services in other ALLTEL
    Mobile cellular service areas.

                              INFORMATION SERVICES

    GENERAL

    ALLTEL 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.  ALLTEL 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, the Telecommunications Division and the
    Enterprise Network Services Division.

    The Financial Services Division markets software and services that have
    been developed and improved continuously over the last 28 years 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 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.

                                        9

<PAGE>

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

    Item 1.  Business
                  INFORMATION SERVICES (continued)

    GENERAL (continued)

    The Enterprise Network Services Division was formed in 1996 to capitalize
    on the increasing market demand for network services resulting from the
    convergence of voice, data, video, and imaging technologies.  The
    Enterprise Network Services Division offers a comprehensive package of
    network services to a variety of industries including financial, healthcare
    and telecommunications.  The services provided by this division include
    network consulting, integration and operations services for a customer's
    network environment, ranging from the wide-area network (WAN) to the
    desktop.  These value-added services are targeted at helping customers
    improve employee and business productivity, create more effective customer
    relationships and successfully enter new markets using the network as an
    alternative distribution channel.  The Enterprise Network Services Division
    delivers its services through insourcing, cosourcing and outsourcing
    arrangements as driven by the customer's requirements.

    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 that
    have sold the loans in the secondary market.  These financial institutions,
    which include many of the largest servicers of residential mortgages, are
    located throughout the United States.  In total, nearly 18 million mortgage
    loans representing over $1.5 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.  The Enterprise Network Services
    Division markets its services to Fortune 1000 companies.

    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 Enterprise Network Services Division faces competition from
    three primary sources including "in-house" network organizations, large
    information technology outsourcing providers focused on leveraging their
    existing products and network infrastructures, and smaller, niche-players
    seeking to expand their scope of internetworking offerings.  ALLTEL
    Information Services competes in each of its markets by providing a high
    level of service and support.  ALLTEL 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.

                                       10

<PAGE>

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

    Item 1.  Business
                  INFORMATION SERVICES (continued)

    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
    twelve 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.  ALLTEL 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 ALLTEL
    Information Services and to the Board of Directors of the examined client.
    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.
    ALLTEL Information Services' processing contracts include a commitment to
    install all necessary changes in its computer software that are required by
    changes in regulations.

    The Enterprise Network Services Division 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
    Enterprise Network Services Division holds five VSAT licenses issued by the
    FCC 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, will expire in 1997, and the remaining two
    licenses will expire in 2003.  The Company intends to renew the VSAT
    licenses that will expire in 1997.

    PRODUCT DEVELOPMENT AND SUPPORT

    In the past five years, ALLTEL Information Services has spent approximately
    $334.9 million ($111.8 million in 1996) on mainframe and client/server
    software design and development.  ALLTEL Information Services is also
    developing products that are utilized in a UNIX based environment,
    including the Telecommunications Division's state-of-the-art Virtuoso II
    billing and customer care product, which became operational in 1996.
    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.  ALLTEL Information Services intends to
    continue to maintain, improve, and expand the functions and capabilities of
    its software products over the next several years.

                                       11

<PAGE>

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

    Item 1.  Business
                  PRODUCT DISTRIBUTION OPERATIONS

    GENERAL

    ALLTEL Supply, Inc. ("ALLTEL Supply"), with eight warehouses and seventeen
    counter-sales showrooms across the United States, is a major distributor of
    telecommunications equipment and materials.  It supplies equipment to
    affiliated and non-affiliated telephone companies, business systems
    suppliers, railroads, governments, and retail and industrial companies.
    HWC Distribution Corp. ("HWC"), with nine warehouses throughout the United
    States, is a major supplier of specialty wire and cable products.

    COMPETITION

    ALLTEL Supply and HWC (the "Distribution companies") experience substantial
    competition throughout their sales territories from other distribution
    companies and direct sales by manufacturers.  Competition is based
    primarily on quality, product availability, service, price, and technical
    assistance.  Since the products distributed by the Distribution companies
    are also offered by other competitors, the Distribution companies
    differentiate themselves from competitors by providing value-added services
    such as 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 the Distribution companies in the market
    as a quality customer-focused distributor.  Examples of these policies and
    strategies include the customer cable management program offered by HWC
    and the "just-in-time" inventory program by ALLTEL Supply.

    PRODUCTS

    ALLTEL Supply offers more than 54,000 products for sale.  In addition,
    ALLTEL Supply inventories single and multi-line telephone sets, local area
    networks ("LANs"), switching equipment modules, interior cable, pole line
    hardware, and various other telecommunications supply items.  HWC
    inventories approximately 43,000 reels of specialty wire and cable.  These
    include shielded and unshielded power cables, flame resistant cables, and
    high temperature precision engineered cables.  The Distribution companies
    have not encountered any material shortages or delays in delivery of
    products from their suppliers.

    OTHER

    In October 1996, the Company announced its plan to dispose of HWC.  The
    Company plans to complete the sale of HWC in 1997.

                             DIRECTORY PUBLISHING

    ALLTEL Publishing coordinates advertising, sales, printing, and
    distribution for 360 telephone directories in 36 states.  In October 1993,
    ALLTEL Publishing completed its purchase of GTE Directories independent
    publishing business, which included contracts with more than 125
    independent telephone companies across the country. Under terms of the
    agreement, 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.

                                       12

<PAGE>

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

    Item 1.  Business
                           CABLE TELEVISION SERVICE

    The Company's cable television operations are limited to only providing
    service to approximately 3,500 customers located in the cities of Bolivar
    and Stockton, Missouri.  The Company does not hold any spectrum or other
    licenses issued by the FCC related to its cable television operations.  The
    Company's cable system receives signals by means of special antennae,
    microwave relay systems and earth stations.  The system amplifies such
    signals and distributes programs to subscribers through a coaxial cable
    system.  The number of broadcast channels provided by the Company in each
    of its two service areas are 28 channels.  The sources of the Company's
    cable television programming consist of the signals received from national
    television networks, local and other independent television stations that
    operate in or near to the Company's service areas, satellite-delivered
    non-broadcast channels, and public service announcements.  Through
    contractual arrangements, the Company has obtained the authority to
    re-transmit the program offerings supplied by these providers.

                                  INVESTMENTS

    WORLDCOM, INC.

    The Company owns approximately a 3 percent interest in WorldCom, Inc., a
    publicly-held company.  WorldCom, Inc. is a large long-distance company in
    the United States and is a full service provider of international
    telecommunications and specialized broadcasting services.

    APEX GLOBAL INFORMATION SERVICES, INC.

    During 1996, the Company made an approximate $5 million investment in Apex
    Global Information Services, Inc. ("AGIS"), one of only six global
    providers of Internet access services.  As a result, the Company owns a 5
    percent interest in AGIS.  The Company also has an option to buy an
    additional 5 percent of AGIS' stock at a later date.

    HORIZON TELECOM, INC.

    The Company owns a 19.8 percent interest in Horizon Telecom, Inc., which
    serves approximately 27,000 telephone lines in Ohio.  Frederick G. Griech,
    President of ALLTEL Telephone Services Corporation's Northeast Region, and
    Dennis Mervis, President of ALLTEL Ohio, Inc. and The Western Reserve
    Telephone Company, are members of Horizon Telecom, Inc.'s Board of
    Directors.

    COMDIAL CORPORATION

    During 1996, the Company sold all of its remaining shares of stock in
    Comdial Corporation, a producer of telephone sets and key systems.

    GO COMMUNICATIONS CORPORATION

    During 1995, the Company made an approximate $32 million investment in GO
    Communications Corporation ("GOCC").  The Company's investment in GOCC was
    subject to a number of conditions, including GOCC's ability to secure "C"
    band licenses in the PCS auctions conducted by the FCC.  Following GOCC's
    decision to exit the PCS auctions, the Company elected to withdraw its
    investment.

                                       13

<PAGE>

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

    Item 2.  Properties

    TELEPHONE PROPERTY

    The Company's wireline subsidiaries own telephone property in their
    respective operating territories which consists primarily of land and
    buildings, central office equipment, telephone lines, and related
    equipment.  The telephone ines include aerial and underground cable,
    conduit, poles and wires.  Central office equipment includes digital
    switches and peripheral equipment.  The gross investment by category in
    telephone property as of December 31, 1996, was as follows:

                                                              (Thousands)
      Telephone-
        Land, buildings and leasehold improvements           $   279,439
        Central office equipment                               1,255,363
        Outside plant                                          1,992,325
        Furniture, fixtures, vehicles and other                  300,532
          Total                                               $3,827,659

    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-telephone operations of the Company as
    of December 31, 1996, was as follows:

                                                              (Thousands)

      Land, buildings and leasehold improvements             $   230,356
      Data processing equipment                                  378,796
      Cellular telephone plant and equipment                     416,964
      Furniture, fixtures and miscellaneous                       91,114
        Total                                                 $1,117,230

    All of the Company's property is considered to be in reasonably sound
    operating condition.












                                       14

<PAGE>

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

    Item 3.  Legal Proceedings

             The Company is not currently involved in any material pending
             legal proceedings, other than routine litigation incidental to its
             business, and, to the knowledge of the Company's management, no
             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 the fiscal year.

    Item 5.  Market for the Registrant's Common Equity and Related Stockholder
             Matters

             As of January 31, 1997, the approximate number of stockholders of
             common stock including an estimate for those holding shares in
             brokers' accounts was 92,000.  For additional information
             pertaining to Markets for ALLTEL Corporation's Common Stock and
             Related Stockholder Matters, refer to pages 37, 39, 43 and the
             inside back cover of ALLTEL's 1996 Annual Report to Stockholders,
             which is incorporated herein by reference.

    Item 6.  Selected Financial Data

             For information pertaining to Selected Financial Data of ALLTEL
             Corporation, refer to page 34 of ALLTEL's 1996 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 27-32 of ALLTEL's 1996 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 33 and
             35-47 of ALLTEL's 1996 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.






                                       15

<PAGE>

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

    Item 10(a).   Directors of the Registrant

             For information pertaining to Directors of ALLTEL Corporation
             refer to "Election of Directors" in ALLTEL's Proxy Statement for
             its 1997 Annual Meeting of Stockholders, which is incorporated
             herein by reference.

    Item 10(b).   Executive Officers of the Registrant

                Name               Age              Position

             Joe T. Ford            59       Chairman, President and
                                             Chief Executive Officer

             Scott T. Ford          34       Executive Vice President

             Tom T. Orsini          46       Executive Vice President

             Dennis J. Ferra        43       Senior Vice President and
                                             Chief Financial Officer

             Francis X. Frantz      43       Senior Vice President - 
                                             External Affairs,
                                             General Counsel and Secretary

             John L. Comparin       44       Vice President - Human Resources
                                             and Administration

             Ronald D. Payne        50       Vice President - 
                                             Business Development

             Jerry M. Green         49       Treasurer

             John M. Mueller        46       Controller

             Deborah J. Akins       41       Assistant Treasurer


             There are no arrangements between any officer and any other person
             pursuant to which he/she was selected as an officer.  Except for
             Scott T. Ford, each of the officers named above has been employed
             by ALLTEL or a subsidiary for the last five years.  Prior to
             joining ALLTEL, 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.


    Item 11.  Executive Compensation

             For information pertaining to Executive Compensation, refer to
             "Management Compensation" in ALLTEL's Proxy Statement for its 1997
             Annual Meeting of Stockholders, which is incorporated herein by
             reference.




                                       16

<PAGE>

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

    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 1997
             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 1997 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, 1996, are incorporated herein by
                    reference:

                                                                 Annual Report
                                                                  Page Number 

                    Report of Independent Public Accountants           33

                    Consolidated Statements of Income -
                      for the years ended
                      December 31, 1996, 1995 and 1994                 35

                    Consolidated Balance Sheets -
                      December 31, 1996 and 1995                     36-37

                    Consolidated Statements of Cash Flows -
                      for the years ended
                      December 31, 1996, 1995 and 1994                 38

                    Consolidated Statements of
                    Shareholders' Equity -
                      for the years ended
                      December 31, 1996, 1995 and 1994                 39

                    Notes to Consolidated Financial Statements        41-47

                    Supplementary Information-
                    Business Segment Information                    40 and 47

                   The Consolidated Financial Statements and Supplementary
                   Financial Information listed in the above index which are
                   included in the 1996 Annual Report to Stockholders of ALLTEL
                   Corporation are hereby incorporated by reference.

                                       17

<PAGE>

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

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

                2.   Financial Statement Schedules:
                                                                    Form 10-K
                                                                   Page Number

                     Report of Independent Public Accountants            20

                     Schedule II.    Valuation and Qualifying Accounts   21

                3.   Exhibits:

                     See "Exhibit Index" located on page 22-26 of this
                     document.

             (b)  No reports on Form 8-K were filed during the last quarter of
                  1996.

                  The Company filed a Current Report on Form 8-K dated
                  February 3, 1997, which was filed in connection with a
                  declaration by the Company's Board of Directors on
                  January 30, 1997, to grant a dividend of one preferred share
                  purchase right for each share of common stock of the Company.

             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.























                                       18

<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, President and                Date:  February 26, 1997
   Chief Executive Officer

    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/  Dennis J. Ferra                            Date:  February 26, 1997
 Dennis J. Ferra, Senior Vice President and
   Chief Financial Officer

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

* Scott T. Ford, Executive Vice President and Director

* Dennis J. Ferra, Senior Vice President and
    Chief Financial Officer

* John M. Mueller, Controller
                                                      By   /s/  Dennis J. Ferra
* Ben W. Agee, Director                                *  (Dennis J. Ferra,
                                                          Attorney-in-fact)
* Michael D. Andreas, Director
                                                     Date:  February 26, 1997
* John R. Belk, Director

* Lawrence L. Gellerstedt III, Director

* W. W. Johnson, Director

* Emon A. Mahony, Jr., Director

* John P. McConnell, Director

* Josie C. Natori, Director

* Ronald Townsend, Director

* William H. Zimmer, Jr., Director










                                       19

<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 January 31, 1997.  Our audit was made for the
    purpose of forming an opinion on those statements taken as a whole.  The
    schedule on page 21 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,
         January 31, 1997.


















                                       20

<PAGE>


<TABLE>
<CAPTION>
                                                                      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>           <C>             <C>
                                                                                     Additions           
                                       Per                      Adjusted      Charged to    Charged                      Balance at
                                     Previous   Adjustments     Beginning      Cost and     to Other      Deduction        End of
         Description                  Report        (B)          Balance       Expenses     Accounts      Describe         Period

Allowance for doubtful accounts,
  subscribers and others:

    For the years ended

      December 31, 1996              $18,439       $  -          $18,439        $38,771       $  -        $35,939 (A)      $21,271

      December 31, 1995              $21,510       $  -          $21,510        $35,860       $  -        $38,931 (A)      $18,439

      December 31, 1994              $10,766       $  39         $10,805        $33,504       $  -        $22,799 (A)      $21,510





      Notes:
      (A)  Accounts charged off less recoveries of amounts previously charged off.
      (B)  Reclassification of amount for companies purchased in 1994.
</TABLE>





                                                                            21

<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).

    (b)    By-Laws of ALLTEL Corporation (Exhibit 3(b) to Form SE           *
           dated February 17, 1993).

 (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 Corporation 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 Corporation 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
           (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)    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)(1) Change in Control Agreement by and between the Company           *
           and John L. Comparin effective as of October 24, 1994
           (incorporated herein by reference to Exhibit 10(c)(2)
           to Form 10-K for the fiscal year ended December 31, 1994).

    (c)(2) Change in Control Agreement by and between the Company           *
           and Dennis J. Ferra effective as of October 24, 1994
           (incorporated herein by reference to Exhibit 10(c)(3)
           to Form 10-K for the fiscal year ended December 31, 1994).



* Incorporated herein by reference as indicated.


                                       22

<PAGE>

EXHIBIT INDEX, Continued

Number and Name                                                           Page

(10)(c)(3) 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)(4) Change in Control Agreement by and between the Company and       *
           Tom T. Orsini effective as of October 24, 1994 (incorporated
           herein by reference to Exhibit 10(c)(5) to Form 10-K for the
           fiscal year ended December 31, 1994).

    (c)(5) Change in Control Agreement by and between the Company and       *
           Ronald D. Payne effective as of October 24, 1994
           (incorporated herein by reference to Exhibit 10(c)(6)
           to Form 10-K for the fiscal year ended December 31, 1994).

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

    (d)(2) Split-dollar Life Insurance Agreement by and between the         *
           Corporation 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).

    (d)(3) Split-dollar Life Insurance Agreement by and between the         *
           Corporation and Tom T. Orsini effective as of March 1, 1994
           (incorporated herein by reference to Exhibit 10(d)(3) 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).

    (e)(2) Directors' Retirement Plan of ALLTEL Corporation, as             *
           amended and restated effective January 1, 1994
           (incorporated herein by reference to Exhibit 10(d) to
           Form 10-K for the fiscal year ended December 31, 1993).

    (e)(3) Amendment to the Directors' Retirement Plan of                  67
           ALLTEL Corporation(January 1, 1994 Restatement) to
           terminate the Plan effective January 30, 1997.

    (f)(1) Executive Deferred Compensation Plan of ALLTEL                   *
           Corporation, as amended and restated effective
           October 1, 1993 (incorporated herein by reference
           to Exhibit 10(e) to Form 10-K for the fiscal
           year ended December 31, 1993).

    (f)(2) Deferred Compensation Plan for Directors of ALLTEL               *
           Corporation, as amended and restated effective
           October 1, 1993 (incorporated herein by reference
           to Exhibit 10(f) to Form 10-K for the fiscal
           year ended December 31, 1993).

    (f)(3) Amendment to Deferred Compensation Plan for Directors           73
           of ALLTEL Corporation (October 1, 1993 Restatement).


*   Incorporated herein by reference as indicated.

                                       23

<PAGE>

EXHIBIT INDEX, Continued

Number and Name                                                           Page

(10)(g)(l) ALLTEL Corporation 1975 Incentive Stock Option Plan              *
           (as amended and restate 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                      78
           Stock Option Plan for Nonemployee Directors.

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

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

    (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).

    (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).

    (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).



*   Incorporated herein by reference as indicated.


                                       24

<PAGE>

EXHIBIT INDEX, Continued

Number and Name                                                           Page

(10)(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).

    (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).

    (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).

    (o)(3) Amended and Restated Amendment No. 4 and Amendment No. 5 to     82
           ALLTEL Corporation Thrift Plan (January 1, 1994 Restatement)

*   Incorporated herein by reference as indicated.

                                       25

<PAGE>

EXHIBIT INDEX, Continued

Number and Name                                                           Page

(11)       Statement re computation of per share earnings.                 27

(13)       Annual report to stockholders for the year ended                32
           December 31, 1996.  Such report, except for the portions
           incorporated by reference herein, is furnished for the
           information of the Securities and Exchange Commission
           and is not "filed" as part of this report.

(21)       Subsidiaries of the registrant.                                 28

(23)       Consents of experts and counsel.                                31

(27)       Financial Data Schedule for the year ended                     119
           December 31, 1996.

(99)(a)    Annual report on Form 11-K for the ALLTEL Corporation           --
           Thrift Plan for the year ended December 31, 1996,
           will be filed by amendment.































*   Incorporated herein by reference as indicated.


                                       26