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

                                   FORM 10-K/A

               AMENDMENT NO. 1 TO ANNUAL REPORT FILED PURSUANT TO
           SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

                          Commission file number 1-4996

                                ALLTEL CORPORATION
             (Exact name of registrant as specified in its charter)

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

 One Allied Drive, Little Rock, Arkansas                      72202
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code    (501) 905-8000

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

Title of each class                   Name of each exchange on which registered
Common Stock                                    New York and Pacific
$2.06 No Par Cumulative Convertible
  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, 1998 -   $ 7,863,187,862

    Common shares outstanding, January 31, 1998 -  183,934,219

                       DOCUMENTS INCORPORATED BY REFERENCE
Document                                                    Incorporated Into
Annual report to shareholders for the year
  December 31, 1997                                         Parts I, II and IV
Proxy statement for the 1998 annual meeting
  of stockholders                                           Part III
The Exhibit Index is located on page 2 of this amendment.

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                                    SIGNATURE

    The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its 1997 Annual Report on Form 10-K
as set forth in the pages attached hereto;

              (list all such items, financial statements, exhibits
                           or other portions amended)


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


    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                             ALLTEL CORPORATION
                                                 (Registrant)



                                            /s/  Dennis J. Ferra
                                                 Dennis J. Ferra
                              Senior Vice President and Chief Financial Officer
                                                 April 24, 1998

<PAGE>

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


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


            3.  Exhibits:

                  See "Exhibit Index" located on page 2 of this amendment.

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                                  EXHIBIT INDEX


Number and Name                                                           Page

  (23)     Consents of experts (filed herewith).                            3

  (99)(a)  Form 11-K information for the ALLTEL Corporation                 4
           Thrift Plan as of December 31, 1997 and 1996 and for the
           year ended December 31, 1997 (filed herewith).

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