| **ALLTEL                Corporation**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                                            |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------|---------|--------|--------|--------|--------|--------|---------|--------|--------|--------|--------|--------|---------|--------|--------|--------|--------|--------|
| Exhibit                12                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |                                            |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |
| Statements                Re: Computation of Ratios                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                            |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                            |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |
| The                following table sets forth certain selected financial information                relating                to the Company:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                            |    |   |   |   |   |   |    |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                            |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | For                the years ended December 31, |    |   |
| (Dollars                in millions)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | 2006                                            |    |   |   | 2005   |   |   |    | 2004   |   |   |   | 2003   |    |   |   | 2002   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                            |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |
| **Earnings:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                            |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |
| Income                from continuing operations before income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | $                                               | 1,298.7 |   |   |   |   | $      | 1,160.0 |   |   |   |   | $      | 595.5   |   |   |   |   | $      | 544.6 |   |   |   |   | $ | 539.9 |   |
| Minority                interest in consolidated partnerships                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                            | 46.6    |   |   |   |   |   | 69.1    |   |   |   |   |   | 80.1    |   |   |   |   |   | 78.6 |   |   |   |   |   | 73.4 |   |
| Equity                earnings in unconsolidated partnerships                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                            | (60.1   | )      |   |   |   |   | (43.4   | )      |   |   |   |   | (68.5   | )      |   |   |   |   | (64.4 | ) |   |   |   |   | (65.8 | ) |
| Fixed                charges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                            | 401.7   |   |   |   |   |   | 407.7   |   |   |   |   |   | 413.9   |   |   |   |   |   | 415.8 |   |   |   |   |   | 369.1 |   |
| Amortization                of capitalized interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                            | 11.0    |   |   |   |   |   | 11.1    |   |   |   |   |   | 9.8     |   |   |   |   |   | 8.4 |   |   |   |   |   | 7.2 |   |
| Distributed                income of equity investees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                                            | 38.2    |   |   |   |   |   | 35.1    |   |   |   |   |   | 78.2    |   |   |   |   |   | 46.6 |   |   |   |   |   | 46.8 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                            | 1,736.1 |   |   |   |   |   | 1,639.6 |   |   |   |   |   | 1,109.0 |   |   |   |   |   | 1,029.6 |   |   |   |   |   | 970.6 |   |
| Less:                Interest capitalized                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |                                            | (13.1   | )      |   |   |   |   | (16.6   | )      |   |   |   |   | (13.8   | )      |   |   |   |   | (12.0 | ) |   |   |   |   | (12.3 | ) |
|                  Minority interest in consolidated partnerships                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                            | (46.6   | )      |   |   |   |   | (69.1   | )      |   |   |   |   | (80.1   | )      |   |   |   |   | (78.6 | ) |   |   |   |   | (73.4 | ) |
| Earnings,                as adjusted                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | $                                               | 1,676.4 |   |   |   |   | $      | 1,553.9 |   |   |   |   | $      | 1,015.1 |   |   |   |   | $      | 939.0 |   |   |   |   | $ | 884.9 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                            |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Fixed                Charges:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |                                            |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Interest                expense                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | $                                               | 282.5   |   |   |   |   | $      | 314.5   |   |   |   |   | $      | 333.1   |   |   |   |   | $      | 352.1 |   |   |   |   | $ | 310.2 |   |
| Interest                capitalized                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                            | 13.1    |   |   |   |   |   | 16.6    |   |   |   |   |   | 13.8    |   |   |   |   |   | 12.0 |   |   |   |   |   | 12.3 |   |
| Amortization                of debt expense                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                            | 3.9     |   |   |   |   |   | 5.5     |   |   |   |   |   | 7.2     |   |   |   |   |   | 7.0 |   |   |   |   |   | 5.3 |   |
| Interest                portion of operating rents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                            | 102.2   |   |   |   |   |   | 71.1    |   |   |   |   |   | 59.8    |   |   |   |   |   | 44.7 |   |   |   |   |   | 41.3 |   |
| Total                fixed charges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | $                                               | 401.7   |   |   |   |   | $      | 407.7   |   |   |   |   | $      | 413.9   |   |   |   |   | $      | 415.8 |   |   |   |   | $ | 369.1 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                            |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                  Ratio of earnings to fixed charges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                            | 4.17    | (1)    |   |   |   |   | 3.81    | (2)    |   |   |   |   | 2.45    | (3)    |   |   |   |   | 2.26 | (4)  |   |   |   |   | 2.40 | (5) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                            |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fixed                charges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | $                                               | 401.7   |   |   |   |   | $      | 407.7   |   |   |   |   | $      | 413.9   |   |   |   |   | $      | 415.8 |   |   |   |   | $ | 369.1 |   |
| Preferred                stock dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                            | 0.2     |   |   |   |   |   | 0.2     |   |   |   |   |   | 0.1     |   |   |   |   |   | 0.2 |   |   |   |   |   | 0.2 |   |
| Total                fixed charges and preferred stock dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | $                                               | 401.9   |   |   |   |   | $      | 407.9   |   |   |   |   | $      | 414.0   |   |   |   |   | $      | 416.0 |   |   |   |   | $ | 369.3 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                            |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                  Ratio of earnings to combined fixed charges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |                                            |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                  and preferred stock dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                            | 4.17    | (1)    |   |   |   |   | 3.81    | (2)    |   |   |   |   | 2.45    | (3)    |   |   |   |   | 2.26 | (4) |   |   |   |   | 2.40 | (5) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                            |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Notes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |                                            |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| For                purposes of this calculation, earnings consist of the sum of income                before                taxes and adjustments for minority interest in consolidated subsidiaries                and income from equity investees, fixed charges, and distributed                income of                equity investees less amounts for capitalized interest and the minority                interest in pretax income of subsidiaries that have not incurred                fixed                charges.  Fixed charges consist of interest on indebtedness,                capitalized interest, amortized expenses related to indebtedness                and the                portion of rental expense representative of the interest                factor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (1)                Income before taxes for 2006 included on a pretax basis integration                expenses of $13.7 million related to the acquisitions of Midwest                Wireless                Holdings, Western WirelessCorporation                ("Western Wireless"), and wireless properties in Illinois, Texas                and                Virginia.  Excluding these items, the ratio of earnings to fixed                charges would have been 3.90 and the ratio of earnings to combined                fixed                charges and preferred stock dividends would have been 3.89 for                2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                            |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (2)                Income before taxes for 2005 included pretax charges of $14.4 million                associated with Hurricane Katrina and three other storms, net of                insurance                recoveries, a pretax charge of $19.7million                related to a change in accounting for operating leases and $23.0                million                of integration expenses incurred in connection with Alltel's exchange                of                wireless assets with Cingular Wireless LLC ("Cingular"), merger with                Western Wireless and the acquisition of wireless properties in Alabama                and                Georgia.  Income before taxes also included the effect of a special                cash dividend of $111.0 million related to Alltel's exchange of certain                wireless assets with Cingular.  Alltel also recorded a pretax gain of                $75.8 million related to the sale of all of its shares of Fidelity                National common stock and incurred $15.0 million of pretax termination                fees related to the early retirement of long-term debt and a related                interest rate swap agreement.  Excluding these items, the ratio of                earnings to fixed charges and the ratio of earnings to combined fixed                charges and preferred stock dividends would both have been 3.14 for                2005.                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                            |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (3)                Income before taxes for 2004 included pretax charges of $15.3 million                related to a planned workforce reduction and reorganization of the                Company's operations.  Income beforetaxes                also included a pretax write-down of $24.8 million in the carrying                value                of certain corporate and regional facilities to fair value in conjunction                with the proposed leasing or sale of those facilities.  Excluding                these items the ratio of earnings to fixed charges and the ratio                of                earnings to combined fixed charges and preferred stock dividends                would                both have been 2.55 for 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                            |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (4)                Income before taxes for 2003 included pretax charges of $1.4 million                related to the closing of certain call center locations and a pretax                write-off of $7.7 million of certain capitalizedsoftware                development costs with no alternative future use or functionality.                 Alltel also recorded a $2.3 million reduction in the liabilities                associated with various restructuring activities initiated prior                to                2003.  Income before taxes also included pretax write-downs totaling                $6.0 million to reflect other-than-temporary declines in the fair                value of                certain investments in unconsolidated limited partnerships.                 Excluding these items, the ratio of earnings to fixed charges and                the                ratio of earnings to combined fixed charges and preferred stock dividends                would both have been 2.29 for 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                            |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (5)                Income before taxes for 2002 included pretax charges totaling $27.7                million consisting of a charge of $12.4 million incurred in connection                with restructuring Alltel's call center andretail                store operations, charges of $8.2 million incurred in connection                with its                acquisition of wireless properties from CenturyTel, Inc. ("CenturyTel"),                and write-downs of $7.1 million in the carrying value of cell site                equipment.  Income before taxes also included a pretax gain of $22.1                million realized from the sale of a wireless property, partially                offset by                pretax write-downs of $13.7 million related to investments in marketable                securities.  Income before taxes also included a $4.8 million pretax                adjustment to reduce the gain recognized from the dissolution of                a                wireless partnership that was initially recorded in 2001, and a $2.6                million write-down in the carrying value of the investment.  Income                before taxes also included net additional interest expense of $26.8                million due to the early issuance of long-term debt to prefund the                Company's acquisitions of wireless properties from CenturyTel and                wireline                properties in Kentucky.  Excluding these items, the ratio of earnings                to fixed charges and the ratio of earnings to combined fixed charges                and                preferred stock dividends would both have been 2.84 for                2002. |
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