SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-K

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
    ACT OF 1934
           For the fiscal year ended December 31, 1995                       
       
                                       or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934
          For the transition period from           to
                                                                            

                          Commission file number 1-4996

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

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

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

Registrant's telephone number, including area code  (501) 661-8000        

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

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

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

                                      NONE
                                (Title of Class)

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

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

        Aggregate market value of voting stock held by non-affiliates as of
January 31, 1996 - $5,940,545,794         

        Common shares outstanding, January 31, 1996 - 189,340,105

                       DOCUMENTS INCORPORATED BY REFERENCE
Document                                               Incorporated Into
Portions of the annual report to stockholders
   for the year ended December 31, 1995                Parts I, II and IV
Proxy statement for the 1996 annual meeting
   of stockholders                                     Part III
The Exhibit Index is located on pages 22 to 26.

<PAGE>

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

Item 1.  Business
                                   THE COMPANY

GENERAL

ALLTEL Corporation ("ALLTEL" or the "Company") was incorporated in June 1960 
under the laws of Ohio as Mid-Continent Telephone Corporation.  In 1983, the 
Company changed its name to ALLTEL Corporation and during 1990 changed its 
state of incorporation to Delaware.

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

ACQUISITIONS

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

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

In November 1994, the Company completed its acquisition of Medical Data 
Technology, Inc. ("MDT").  MDT provides information processing services to 14 
hospitals in the northeastern United States utilizing comprehensive application
software developed by ALLTEL's healthcare information services subsidiary.

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

In October 1993, the Company completed its acquisition of TDS Healthcare 
Systems Corporation ("TDS"). TDS is a provider of comprehensive patient care 
and healthcare enterprise information systems serving more than 200 hospitals 
in the United States, Canada and Europe.  In 1994, TDS was merged into ALLTEL 
Healthcare Information Services, Inc.


                                        1

<PAGE>

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

Item 1.  Business
                             THE COMPANY (continued)

ACQUISITIONS (continued)

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

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

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

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

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

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

In 1991, the Company acquired Missouri Telephone Company.  Missouri Telephone
Company served approximately 20,000 customer access lines and 3,400 cable 
television customers in Missouri.  It also had 320,000 cellular "pops"
including 48 percent ownership in the Springfield, Mo. MSA cellular market 
where together with ALLTEL Mobile, the Company owns a 100 percent interest.

In early 1991, Systematics Information Services, Inc. ("Systematics") (now 
known as ALLTEL Information Services, Inc.) acquired Systems Limited, an 
international banking software firm headquartered in Hong Kong.  Systems
Limited is a provider of wholesale banking software.

In January 1991, Systematics completed its acquisition of the cellular 
telephone billing and information system software of C-TEC Corporation 
("C-TEC"), an independent telecommunications company.

                                        2

<PAGE>

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

Item 1.  Business
                             THE COMPANY (continued)

DISPOSITIONS

In November 1994, the Company signed definitive agreements to sell certain 
telephone properties serving approximately 117,000 access lines in Arizona, 
California, Nevada, New Mexico, Oregon, Tennessee, Utah and West Virginia to 
Citizens Utilities Company ("Citizens") in exchange for approximately $290 
million in cash and assumed debt and 3,600 access lines in Pennsylvania.  
During 1995, the sale of all properties except for those in Nevada was 
completed.  The Company expects to complete the sale of the Nevada properties 
in early 1996.  Once completed, this transaction will result in the Company's 
telephone operating subsidiaries serving approximately 1.6 million
access lines in 14 states.

In 1995, as part of its agreement to sell certain telephone properties, the 
Company also completed the sale of certain of its cable television properties 
to Citizens.  These cable television properties served approximately
6,800 customers in Arizona, California, New Mexico and Utah.  The Company also 
completed in 1995 the sale of its cable television properties in Texas which 
served approximately 7,200 customers.  Following these sales, the Company 
provides cable television service to approximately 3,400 customers, primarily 
to residents of Bolivar and Stockton, Missouri.

In 1995, ALLTEL Information Services sold all of the assets related to its 
check processing operations, including substantially all of the customer 
contracts.  The check processing operations were not part of the Company's
long-term growth strategy for its information services business.

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

In 1991, the Company completed the sale of all of its natural gas operations.

MANAGEMENT

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

EMPLOYEES

At January 31, 1996, the Company had 15,698 employees.  Some of the employees 
of the Company's telephone subsidiaries are part of collective bargaining 
units.  The Company maintains good relations with all employee groups.

INDUSTRY SEGMENTS

Financial information about industry segments is included in the Company's 1995
Annual Report to Stockholders, which is incorporated herein by reference.



                                        3

<PAGE>

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

Item 1.  Business
                              TELEPHONE OPERATIONS

LOCAL SERVICE

General

The Company's telephone operating subsidiaries provide local service to over 
1,623,000 customer lines through 597 exchanges in 15 states.  The telephone 
operating subsidiaries also offer facilities for private line, data
transmission and other communications services.

Regulation

Historically, the Company's telephone operating subsidiaries have provided 
local telephone service under franchises granted by state regulatory
commissions and have been subject to regulation by those regulatory
commissions.  These regulatory commissions have had primary jurisdiction over
various matters including local and intrastate toll rates, quality of service,
the issuance of securities, depreciation rates, the disposition of public 
utility property, the issuance of debt, and the accounting systems used by 
those subsidiaries.  The Federal Communications Commission ("FCC") has 
historically had primary jurisdiction over the interstate toll and access
rates of these companies and issues related to interstate telephone service.

The Telecommunications Act of 1996 (the "96 Act"), which became effective on 
February 8, 1996, has substantially modified both the states' and the FCC's 
jurisdictions in the regulation of local exchange telephone companies.  The
96 Act prohibits any state legislative or regulatory restrictions or barriers 
to entry regarding the provision of local telephone service.  The 96 Act 
requires the FCC to develop regulations to implement various sections of the
96 Act within six months after the date of enactment of the 96 Act, including 
the obligations imposed on incumbent local exchange carriers to interconnect 
with the networks of other telecommunications carriers (including competing
telecommunications carriers), unbundling of services into network elements, 
repricing of their services at wholesale rates for the purpose of permitting 
resale of those services, allowing other telecommunications carriers physically
to collocate their equipment on the premises of the incumbent local exchange 
carriers, and requiring telecommunications carriers to compensate one another
based on their own costs for the transport and termination of calls on one 
anothers' networks.

The Company's telephone operating subsidiaries are exempt from certain of the
foregoing obligations unless, in response to a bona fide request, a state 
regulatory commission removes that exemption.  The Company's telephone
operating subsidiaries may, by petitioning the appropriate state regulatory 
commission, also qualify for exemption from certain other of those 
obligations.  In addition, the 96 Act requires the FCC to institute and refer
to a Federal-State Joint Board a proceeding to recommend changes to the 
current method of subsidizing universal service to assure the availability 
of quality telephone services at just, reasonable and affordable rates.

There were no local rate increases granted to any of the Company's telephone 
operating subsidiaries in 1995, nor are there any rate requests currently 
pending before regulatory commissions.  During 1995, telephone operations
were affected by certain regulatory commission orders designed to reduce
earnings levels.  These orders did not materially affect the results of 
operations of the Company's telephone operating subsidiaries.  Certain states 
in which the Company's telephone operating subsidiaries operate have adopted 
alternatives to rate-of-return regulation, either through legislative changes
or by regulatory commission actions.  The Company has adopted alternative 
regulation in certain states and continues to evaluate alternative regulation 
for its other telephone operating subsidiaries.

                                        4

<PAGE>

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

Item 1.  Business
                        TELEPHONE OPERATIONS (continued)

LOCAL SERVICE (continued)

Competition

Historically, the Company's telephone operating subsidiaries have not 
experienced significant competition in the service areas allocated to them by 
the state regulatory commissions.  As a result of the passage of the 96 Act,
the Company's local telephone operating subsidiaries should experience 
increased competition from various sources, including, but not limited to, 
resellers of their local exchange services, large end users installing their 
own networks, interexchange carriers, satellite transmission services, cellular
communications providers, cable television companies, radio-based personal 
communications companies, competitive access providers and other systems 
capable of completely or partially bypassing the local telephone facilities. 
The Company cannot predict the specific effects of competition on its local 
telephone business, but is intent on meeting and taking advantage of the 
various opportunities that competition should provide.  The Company is 
currently addressing potential competition by focusing on improved customer 
satisfaction, reducing its costs, increasing efficiency, restructuring rates 
and examining new product offerings and new markets for entry.

ACCESS SERVICES

General

The Company's telephone operating subsidiaries offer equal access to nearly 
98 percent of their customers.  Equal access enables customers to choose their
long-distance company.  The Company's telephone operating subsidiaries
program their equipment to allow customers to access their selected
long-distance company by dialing 1, the area code, and a seven-digit telephone
number.  Long-distance companies pay access charges to the Company's telephone
operating subsidiaries for the use of their local networks to originate and 
terminate their long-distance calls.

Regulation

The FCC authorizes a rate-of-return ("ROR") that telephone companies may earn 
on the interstate services they provide.  The current ROR is 11.25 percent for
companiesremaining under ROR regulation.  The FCC is currently considering 
changing the 11.25 percent ROR as a result of lower market interest rates.

Effective January 1, 1991, the FCC replaced ROR regulation with price cap 
regulation for the Bell Operating Companies and GTE Corporation and allowed 
all other companies that did not remain in the National Exchange Carrier
Association ("NECA") Common Line and Traffic Sensitive Pools the option of 
price cap regulation.  The FCC undertook a comprehensive review of price cap
regulation in 1994, adopted certain interim rules for price cap companies in
1995 and initiated a further proceeding on price caps that is expected to
conclude in 1996.

                                        5

<PAGE>

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

Item 1.  Business
                        TELEPHONE OPERATIONS (continued)

ACCESS SERVICES (continued)

Regulation (continued)

Price cap regulation provides for earnings potential that differs from ROR 
regulation, depending on the "productivity offset" the company chooses.  In 
addition, companies electing price cap regulation may make adjustments for the
rate of inflation and exogenous costs (such as separations and tax law 
changes).  Price cap regulation is designed to allow greater pricing 
flexibility and includes the risk of earnings lower than that which may have 
been earned under ROR regulation.  If any of the Company's local telephone 
operating subsidiaries were to elect price cap regulation, then all of its 
affiliated telephone operating companies would also have to elect price cap 
regulation at the same time.

In 1992, the FCC initiated a rulemaking proceeding (CC Docket No. 92-135) to 
address regulatory alternatives for mid-size and small local exchange 
carriers.  This proceeding resulted in a set of rules, adopted in September of
1993, that provide for a non-price cap form of alternative regulation.  The 
Company's telephone operating subsidiaries would be eligible for this form of
regulation.  The Company's telephone operating subsidiaries have not elected
price cap regulation for interstate purposes and continue to evaluate the 
various forms of alternative regulation.

The effect of the 96 Act on the FCC's regulations concerning ROR regulation 
and alternative regulation is not yet clear, although, as a result of the 
enactment of the 96 Act, it is likely that the FCC will reexamine its rules to
reflect the provisions of the 96 Act and the associated increased competitive
market conditions.

The Company's telephone operating subsidiaries currently receive compensation 
from long-distance companies for intrastate, intraLATA services through access
charges or toll settlements that are subject to state regulatory commission 
approval.

The 96 Act requires each local exchange carrier to continue to provide access
services in accordance with requirements effective on the date immediately 
preceding the effective date of the 96 Act, until those requirements are 
specifically superseded by regulations prescribed by the FCC.  The FCC is 
required, within six months after the date of the enactment of the 96 Act, to
establish regulations, as necessary, to implement the interconnection, 
unbundled access, resale, and collocation requirements of the 96 Act.  The 96
Act requires that interconnection and unbundled network elements be priced at 
just and reasonable rates, based on costs, and that compensation for transport
and termination of traffic be reciprocal among carriers and be just and 
reasonable.

Billing and collection

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

                                        6

<PAGE>

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

Item 1.  Business
                        TELEPHONE OPERATIONS (continued)

ACCESS SERVICES (continued)

Competition

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

                               CELLULAR OPERATIONS

GENERAL

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

BUSINESS

One measure of a cellular telephone market's potential is the market's 
population times the percent of a company's ownership interest of the 
cellular operation in that market ("pops").  ALLTEL Mobile owns a majority 
interest in cellular operations in 13 MSAs and a minority interest in 14 other
MSAs, which total 5.0 million MSA cellular pops.  ALLTEL Mobile also owns a
majority interest in cellular operations in 40 RSAs and a minority interest in
32 other RSAs, which total 3.2 million cellular pops.  ALLTEL Mobile operates 
systems in Montgomery, Alabama; Ft. Smith, Arkansas; Fayetteville, Arkansas;
Little Rock, Arkansas; Ocala/Gainesville, Florida; Albany, Georgia; Aiken, 
South Carolina/Augusta, Georgia; Savannah, Georgia; Springfield, Missouri; 
Charlotte, North Carolina; Columbia, South Carolina and Florence, South 
Carolina.

ALLTEL Mobile's subscriber fees are based upon the prevailing market and 
competitive conditions which exist in each service area operated.  At 
December 31, 1995, ALLTEL Mobile provided service to more than 624,000 
customers, which, based on its 8.2 million total pops, represented a market
penetration rate of 7.6 percent.  For the year ended December 31, 1995, ALLTEL
Mobile's churn rate averaged 2.2 percent in its cellular service areas, which 
is comparable to the industry average.

                                        7

<PAGE>

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

Item 1.  Business
                         CELLULAR OPERATIONS (continued)

COMPETITION

Cellular carriers today face competition from a second carrier licensed to 
provide cellular telephone services in the same geographic area, as well as 
from cellular resellers who buy bulk cellular services from one of the two
licensees and resell it to their customers.

ALLTEL Mobile will face new competitors in its markets as a result of the 
licensing of new wireless service providers including providers of personal 
communication services ("PCS") and enhanced mobile services.  The Company 
expects these PCS providers to begin operations in ALLTEL Mobile's markets 
during 1996.

The 96 Act provides cellular carriers numerous opportunities to emerge as full
competitors to traditional telephone companies, including the opportunity to 
resell local telephone services and to be compensated by other 
telecommunications carriers for calls terminated on the cellular carriers' 
networks.  Cellular carriers are not subject to the enhanced interconnection, 
resale, unbundling and other obligations that the 96 Act imposed on the local 
exchange companies unless the FCC determines cellular carriers should be 
considered local exchange carriers under the 96 Act.  The 96 Act limits the 
imposition on cellular carriers of equal access requirements without a
detailed FCC rulemaking.  The 1993 Omnibus Budget Reconciliation Act preempted
most state regulation of cellular carriers, therefore, cellular carriers' 
services are likely to continue to be minimally regulated for the foreseeable 
future.

                                     PAGING

ALLTEL Mobile also operates wide-area computer-driven paging networks as a 
complementary service to cellular telephones in Arkansas and Florida.  At 
December 31, 1995, ALLTEL Mobile provided paging service to more than
31,000 customers, which, based on the total pops in its service areas of 1.9
million, represented a market penetration rate of 1.7 percent.  For the year 
ended December 31, 1995, revenues per subscriber averaged $12 per
month, and ALLTEL Mobile's churn rate averaged 3.0 percent in its paging 
service areas.

                              INFORMATION SERVICES

GENERAL

Effective February 15, 1995, the Company changed the names of its principal
information services subsidiaries. Systematics Information Services, Inc. was
changed to ALLTEL Information Services, Inc., Systematics Financial Services, 
Inc. was changed to ALLTEL Financial Information Services, Inc., Computer 
Power, Inc. was changed to ALLTEL Mortgage Information Services, Inc., 
Systematics Healthcare Services, Inc. was changed to ALLTEL Healthcare
Information Services, Inc. and Systematics Telecommunications Services, Inc.
was changed to ALLTEL Telecom Information Services, Inc.

ALLTEL Information Services, Inc. ("ALLTEL Information Services") provides a 
wide range of information processing services to the financial services, 
healthcare and telecommunications industries through information processing
centers that it staffs, equips and operates.  Information processing contracts
are generally for a multi-year period.  ALLTEL Information Services also 
markets software worldwide to financial services, healthcare and 
telecommunications companies operating their own information processing 
departments.

                                        8

<PAGE>

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

Item 1.  Business
                        INFORMATION SERVICES (continued)

GENERAL (continued)

ALLTEL Financial Information Services, Inc. ( the "Financial Division") markets
software and services that have been developed and improved continuously over 
the last 27 years and are designed to fulfill substantially all of the retail 
information processing and management information requirements of financial 
institutions.  ALLTEL Telecom Information Services, Inc. (the "Telecom 
Division") is primarily engaged in the development and marketing of billing 
services and customer care software to local telephone and cellular companies. 
In addition, the Telecom Division provides data processing and outsourcing 
services to both wireline and wireless telecommunications service providers.

ALLTEL Healthcare Information Services, Inc. (the "Healthcare Division") is 
primarily engaged in the development and marketing of comprehensive patient 
centered healthcare enterprise information systems to medium to large 
healthcare companies throughout North America and Europe.  These systems are 
designed to enhance the quality of patient care, control processing costs and 
provide substantially all of the patient care information requirements
of its users.  Under typical arrangements with hospitals, software is licensed
under perpetual license arrangements.  Software and hardware maintenance are 
normally contracted for periods of five to seven years. Contracts to install 
software normally range over periods from twelve to eighteen months.  Other 
services provided include training, consulting and data processing services.

ALLTEL Mortgage Information Services, Inc. (the "Mortgage Division") provides
data processing and related computer software and systems to financial 
institutions originating and/or servicing single family mortgage loans.  This
subsidiary's software products and processing services, combined with its team
of consultants, are intended to offer a cost-effective alternative to the 
extensive technical support staff and the enlarged group of mortgage
bankers which would otherwise have to be assembled in-house by each customer. 
The Mortgage Division's on-line systems automate processing functions required
in the origination of mortgage loans, the management of such loans while in 
inventory before they are sold in the secondary market, and their subsequent 
servicing.

CUSTOMERS

The Financial Division's primary market for its financial products and 
services are the nation's commercial banks and savings institutions and 
financial institutions outside the United States, primarily in Europe and Asia.
Financial software and services are also marketed to mortgage service 
companies, credit unions and healthcare companies.  The Telecom Division's 
primary market for its telecommunications products and services is the top 150
telephone companies and top 50 cellular companies in the United States.  The
Healthcare Division's primary market for its healthcare software products are
hospitals with 400 or more beds, many of which are large, state funded 
hospitals (including a significant number of university hospitals) and other
large healthcare providers.  The Mortgage Division provides its services 
primarily to financial institutions originating or servicing single family
mortgage loans that have sold the loans in the secondary market while 
continuing to service the loans.  These institutions, which include many of 
the largest servicers of residential mortgages, are located throughout the
United States.  In total, nearly 16 million mortgage loans representing over 
$1.3 trillion are processed using the Mortgage Division's software.

                                        9

<PAGE>

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

Item 1.  Business
                        INFORMATION SERVICES (continued)

COMPETITION

The Financial Division's competition primarily comes from "in-house" bank 
information processing departments and other companies engaged in active 
competition for financial institution outsourcing contracts.  Numerous large
financial institutions provide information processing for smaller institutions
in their respective geographic areas, along with other companies that perform
such services for small institutions.  There are also other companies that 
provide information processing services to the telecommunications industry.  
Competition in the healthcare industry primarily comes from other companies 
that provide comprehensive integrated hospital information systems and from 
companies which offer solutions for individual departments within the 
respective healthcare enterprises.  The Mortgage Division's competition comes 
from "in-house" information processing departments and from other companies 
that offer information processing services to the mortgage banking industry.

The information services subsidiaries compete in each of their markets by
providing a high level of service and support.  The information services 
subsidiaries substantially rely upon and vigorously enforce contract and trade
secret laws and internal non-disclosure safeguards to protect the proprietary
nature of their computer software.

REGULATION AND EXAMINATION

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

In addition to these corporate examinations, the information services 
subsidiaries' individual processing sites are examined, as if they were 
departments of their respective clients, by federal and state regulators, as 
well as the clients' internal audit departments and their independent auditing
firms.  The same standards of performance are applied to those information 
processing centers as are applied to the client financial institutions.  
Reports of the information services subsidiaries' data center performance are 
furnished to the Board of Directors of ALLTEL Information Services and to the 
Board of Directors of the examined client.  The supervisory agencies include 
applicable state banking departments, the Federal Deposit Insurance 
Corporation, the Office of Thrift Supervision, the Office of the Comptroller of
the Currency, the Board of Governors of the Federal Reserve System, and the 
National Credit Union Administration.  The information services subsidiaries'
processing contracts include a commitment to install all necessary changes in
its computer software that are required by changes in regulations.

The Healthcare Division's operations are not specifically regulated by any 
federal or state healthcare agency. However, its software must meet all 
federal and state reporting requirements of its customers, including Medicare,
Medicaid and other state-sponsored programs.

                                       10

<PAGE>

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

Item 1.  Business
                        INFORMATION SERVICES (continued)

REGULATION AND EXAMINATION (continued)

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

PRODUCT DEVELOPMENT AND SUPPORT

In the past five years, the information services subsidiaries have spent
approximately $215.5 million ($62.6 million in 1995) on mainframe and client
server software design and development.  The information services subsidiaries
have also begun to develop products which will be utilized in a UNIX based
environment.  Changes in regulatory requirements of both state and federal 
authorities, increasing competition, and the development of new products and 
markets create the need to continually update or modify existing software and 
systems offered to customers.  The information services subsidiaries intend 
to continue to maintain, improve, and expand the functions and capabilities 
of their software products over the next several years.

OTHER

In 1995, ALLTEL Information Services signed a long-term agreement to provide 
development and management of GO Communications Corporation's information 
systems.  Under terms of the ten year contract, if Go Communications is
successful in the FCC's "C" band PCS auction, the Telecom Division will 
develop, integrate and manage GO Communication Corporation's information 
systems through utilization of its proprietary Virtuoso software and the
development of an enterprise-wide operational support system.

In 1994, ALLTEL Information Services signed a long-term agreement to provide 
information processing services for the telephone operations of Citizens.  
Under terms of the ten year contract, the Telecom Division will provide
complete outsourcing services for Citizens' telephone customers, including 
generating Citizens' billing, customer service information, engineering, and 
operational support.  This contract also includes providing all information
processing services for ALLTEL's telephone operations.

In 1993, ALLTEL Information Services signed a long-term agreement with GTE 
Telecommunications Products and Services Group to outsource GTE's cellular 
billing operations.  Also in 1993, the Healthcare Division signed its
first hospital outsourcing contract with St. Joseph's Hospital in Parkersburg,
West Virginia.  Under terms of the five-year contract, the Healthcare 
Division assumed all healthcare information systems operations for this 375 bed
hospital, including providing on-site and remote management, software 
implementation and support, hardware and network management and maintenance.

                                       11

<PAGE>

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

Item 1.  Business
                         PRODUCT DISTRIBUTION OPERATIONS

GENERAL

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

COMPETITION

ALLTEL Supply and HWC (the "Distribution companies") experience substantial
competition throughout their sales territories from other distribution 
companies and direct sales by manufacturers.  Competition is based primarily
on quality, product availability, service, price, and technical assistance.  
Since the products distributed by the Distribution companies are also offered 
by other competitors, the Distribution companies differentiate themselves
from competitors by providing value-added services such as offering expert 
technical assistance, maintaining extensive inventories in strategically 
located warehouses and counter-sales show rooms to facilitate single
supplier sourcing and "just-in-time" delivery, maintaining a full range of 
alternative product lines, and by providing staging, assembly and other 
services.  The Company is continually evaluating and implementing policies
and strategies which will meet customer expectations and position the 
Distribution companies in the market as a quality customer-focused 
distributor.  Examples of these policies and strategies include the customer 
cable management program offered by HWC and the "just-in-time" inventory 
program by ALLTEL Supply.

PRODUCTS

ALLTEL Supply offers more than 42,000 products for sale.  In addition, ALLTEL
Supply inventories single and multi-line telephone sets, local area 
networks ("LANs"), switching equipment modules, interior cable, pole line
hardware, and various other telecommunications supply items.

HWC inventories approximately 43,000 reels of specialty wire and cable.  These
include shielded and unshielded power cables, flame resistant cables, and high
temperature precision engineered cables.

The Distribution companies have not encountered any material shortages or
delays in delivery of products from their suppliers.

                              DIRECTORY PUBLISHING

ALLTEL Publishing coordinates advertising, sales, printing, and distribution
for 356 telephone directories in 38 states.  In October 1993, ALLTEL 
Publishing completed its purchase of GTE Directories independent publishing
business, which included contracts with more than 125 independent telephone 
companies across the country. Under terms of the agreement, ALLTEL Publishing 
provides all directory publishing services including contract management, 
production and marketing.  As subcontractor, GTE Directories provides directory
sales and printing services through a separate contract with ALLTEL Publishing.

                                       12

<PAGE>

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

Item 1.  Business
                            CABLE TELEVISION SERVICE

As previously discussed, the Company disposed of substantially all of its 
cable television operations during 1995. As part of its agreement to sell 
certain telephone properties, the Company also completed the sale of certain
cable television properties to Citizens.  These cable television properties 
served approximately 6,800 customers in Arizona, California, New Mexico and 
Utah.  The Company also completed in 1995 the sale of its cable television
properties in Texas which served approximately 7,200 customers.  As a result of
these sales, the Company's cable television operations are limited to only 
providing service to approximately 3,400 customers located in the cities of 
Bolivar and Stockton, Missouri.  These remaining cable television properties
are not significant to the ongoing operations of the Company.

The Company does not hold any spectrum or other licenses issued by the FCC 
related to its cable television operations.  The Company's cable system 
receives signals by means of special antennae, microwave relay systems and
earth stations.  The system amplifies such signals and distributes programs to
subscribers through a coaxial cable system.  The number of broadcast channels
provided by the Company in each of its two service areas are 26 channels.  
The sources of the Company's cable television programming consist of the 
signals received from national television networks, local and other independent
television stations that operate in or near to the Company's service areas, 
satellite-delivered non-broadcast channels, and public service announcements.  
Through contractual arrangements, the Company has obtained the authority to 
re-transmit the program offerings supplied by these providers.

                                   INVESTMENTS

WORLDCOM, INC.

The Company owns approximately a 7 percent interest in WorldCom, Inc. 
(formerly LDDS Communications, Inc.), a publicly-held company.  WorldCom, Inc.
is a large long-distance company in the United States and is a full service
provider of international telecommunications and specialized broadcasting 
services.

GO COMMUNICATIONS CORPORATION

During 1995, the Company made an approximate $32 million investment in GO 
Communications Corporation, a bidder in the FCC's "C" band PCS auction that is
scheduled to be concluded in early 1996.  As a result, the Company owns
approximately a 20 percent interest in GO Communications Corporation.

HORIZON TELECOM, INC.

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

COMDIAL CORPORATION

During 1995, the Company sold approximately one-half of its shares of stock in
Comdial Corporation, a producer of quality telephone sets and key systems.  As
a result, the Company now owns approximately a 3 percent interest in Comdial 
Corporation.

                                       13

<PAGE>

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

Item 2.  Properties

TELEPHONE PROPERTY

The Company's telephone property in service consists primarily of land and 
buildings, central office equipment, telephone lines, and related equipment.  
The gross investment by category in telephone property as of December 31, 1995 
was as follows:

                                                                   (Thousands)
        Telephone-
           Land, buildings and leasehold improvements             $   276,785
           Central office equipment                                 1,269,038
           Outside plant                                            1,904,764
           Furniture, fixtures, vehicles and other                    282,881
               Total                                               $3,733,468

Standard practices prevailing in the telephone industry are followed by the
Company's telephone operating subsidiaries in the construction and maintenance
of plant and facilities.  Certain properties of the Company and its telephone 
operating subsidiaries are pledged as collateral for long-term debt.


OTHER PROPERTY

Other properties of the Company in service consist primarily of property, plant
and equipment used in information services, product distribution and cellular
telephone operations.  The total investment by category for these operations 
as of December 31, 1995 was as follows:

                                                                   (Thousands)

        Land, buildings and leasehold improvements                $   205,891
        Data processing equipment                                     340,741
        Cellular telephone plant and equipment                        331,755
        Furniture, fixtures and miscellaneous                          81,623
            Total                                                 $   960,010

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


Item 3.  Legal Proceedings

         The Company is not currently involved in any material pending legal
         proceedings, other than routine litigation incidental to its
         business, and, to the knowledge of the Company's management, no
         material legal proceedings, either private or governmental, are
         contemplated or threatened.

Item 4.  Submission of Matters to a Vote of Security Holders

         No matters were submitted to the security holders for a vote during
         the fourth quarter of the fiscal year.

                                       14
<PAGE>

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

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

         As of January 31, 1996, the approximate number of stockholders of
         common stock including an estimate for those holding shares in 
         brokers' accounts was 92,000.  For additional information pertaining
         to Markets for ALLTEL Corporation's Common Stock and Related
         Stockholder Matters, refer to pages 37, 39, 43 and the inside back
         cover of ALLTEL's 1995 Annual Report to Stockholders, which is
         incorporated herein by reference.

Item 6.  Selected Financial Data

         For information pertaining to Selected Financial Data of ALLTEL
         Corporation, refer to page 34 of ALLTEL's 1995 Annual Report to 
         Stockholders, which is incorporated herein by reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations

         For information pertaining to Management's Discussion and Analysis
         of Financial Condition and Results of Operations of ALLTEL 
         Corporation, refer to pages 27-32 of ALLTEL's 1995 Annual Report to 
         Stockholders, which is incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data

         For information pertaining to Financial Statements and Supplementary
         Data of ALLTEL Corporation, refer to pages 33 and 35-47 of ALLTEL's
         1995 Annual Report to Stockholders, which is incorporated herein by
         reference.

Item 9.  Changes in and Disagreements with Accountants on Accounting and 
         Financial Disclosure

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

                                       15

<PAGE>

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

Item 10(a). Directors of the Registrant

            For information pertaining to Directors of ALLTEL Corporation
            refer to "Election of Directors" in ALLTEL's Proxy Statement for 
            its 1996 Annual Meeting of Stockholders, which is incorporated
            herein by reference.

Item 10(b). Executive Officers of the Registrant

                       Name             Age               Position

                   Joe T. Ford           58      Chairman, President and Chief 
                                                   Executive Officer

                *  Scott T. Ford         33      Executive Vice President

                   Tom T. Orsini         45      Executive Vice President

                   Dennis J. Ferra       42      Senior Vice President and 
                                                   Chief Financial Officer

                   Francis X. Frantz     42      Senior Vice President - 
                                                   External Affairs, General 
                                                   Counsel and Secretary

                   John L. Comparin      43      Vice President - Human 
                                                   Resources and Administration

                   Ronald D. Payne       49      Vice President - Strategic 
                                                   Planning and Business 
                                                   Development

                   Jerry M. Green        48      Treasurer

                   John M. Mueller       45      Controller

                   Deborah J. Akins      40      Assistant Treasurer

* - On January 25, 1996, Scott T. Ford was elected as a Director of the 
    Company.  On January 31, 1996, Scott T. Ford was named Executive Vice 
    President of the Company.

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

Item 11.  Executive Compensation

          For information pertaining to Executive Compensation, refer to
          "Management Compensation" in ALLTEL's Proxy Statement for its 1996
          Annual Meeting of Stockholders, which is incorporated herein by
          reference.

                                       16

<PAGE>

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

Item 12.  Security Ownership of Certain Beneficial Owners and Management

          For information pertaining to beneficial ownership of ALLTEL
          securities, refer to "Security Ownership of Certain Beneficial Owners 
          and Management" in ALLTEL's Proxy Statement for its 1996 Annual
          Meeting of Stockholders, which is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

          For information pertaining to Certain Relationships and Related
          Transactions, refer to "Certain Transactions" in ALLTEL's Proxy 
          Statement for its 1996 Annual Meeting of Stockholders, which is
          incorporated herein by reference.


                               Form 10-K, Part IV

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

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

      1. Financial Statements:

         The following Consolidated Financial Statements of ALLTEL
         Corporation and subsidiaries, included in the annual report of
         ALLTEL Corporation to its stockholders for the year ended
         December 31, 1995, are incorporated herein by reference:

 
                                                                 Annual Report
                                                                  Page Number 

         Report of Independent Public Accountants                      33

         Consolidated Statements of Income -
            for the years ended December 31, 1995, 1994 and 1993       35

         Consolidated Balance Sheets - December 31, 1995 and 1994     36-37

         Consolidated Statements of Cash Flows -
            for the years ended December 31, 1995, 1994 and 1993       38

         Consolidated Statements of Shareholders' Equity -
            for the years ended December 31, 1995, 1994 and 1993       39

         Notes to Consolidated Financial Statements                   41-47

         Supplementary Information-Business Segment Information     40 and 46

         The Consolidated Financial Statements and Supplementary Financial 
         Information listed in the above index which are included in the 1995 
         Annual Report to Stockholders of ALLTEL Corporation are hereby 
         incorporated by reference.

                                       17

<PAGE>

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

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

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

         Report of Independent Public Accountants                       20

         Schedule II. Valuation and Qualifying Accounts                 21

      3. Exhibits:

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

     (b) No reports on Form 8-K were filed during the last quarter of 1995.

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

                                       18

<PAGE>


                                   SIGNATURES

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

            ALLTEL Corporation
                Registrant

By  /s/  Joe T. Ford                                   
  Joe T. Ford, Chairman, President and                 Date: February 20, 1996
     Chief Executive Officer

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

By  /s/  Dennis J. Ferra                               Date: February 20, 1996
  Dennis J. Ferra, Senior Vice President and
     Chief Financial Officer

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

* Scott T. Ford, Executive Vice President and Director

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

* John M. Mueller, Controller
                                                        By /s/Dennis J. Ferra
* Ben W. Agee, Director                                     *(Dennis J. Ferra,
                                                              Attorney-in-fact)
* Michael D. Andreas, Director
                                                       Date: February 20, 1996
* John R. Belk, Director

* Lawrence L. Gellerstedt III, Director

* W. W. Johnson, Director

* Emon A. Mahony, Jr., Director

* John P. McConnell, Director

* Josie C. Natori, Director

* John E. Steuri, Director

* Carl H. Tiedemann, Director

* Ronald Townsend, Director

* William H. Zimmer, Jr., Director

                                       19

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS





To the Shareholders of
    ALLTEL Corporation:


We have audited in accordance with generally accepted auditing standards, the 
financial statements included in ALLTEL Corporation's Annual Report to 
stockholders incorporated by reference in this Form 10-K, and have issued
our report thereon dated January 22, 1996.  Our audit was made for the purpose
of forming an opinion on those statements taken as a whole.  The schedule on 
page 21 is the responsibility of the company's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules and 
is not part of the basic financial statements.  This schedule has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, fairly states in all material 
respects the financial data required to be set forth therein in relation to the
basic financial statements taken as a whole.




                                                   /s/ ARTHUR ANDERSEN LLP



Little Rock, Arkansas,
January 22, 1996.


                                       20

<PAGE>




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


<TABLE>
<CAPTION>

           Column A                                Column B                        Column C            Column D       Column E

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

Allowance for doubtful accounts,
    subscribers and others:

       For the years ended

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

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

          December 31, 1993          $ 8,849          $ 656       $ 9,505     $13,636     $  -         $12,375 (A)    $10,766
 
<FN>

Notes:
     (A) Accounts charged off less recoveries of amounts previously charged off.
     (B) Reclassification of amount for companies purchased in 1994 and 1993.

</FN>
</TABLE>

                                       21

<PAGE>

                                  EXHIBIT INDEX
Number and Name                                                           Page

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

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

 (4)(a)    Amended and Restated Rights Agreement dated as of April 26,      *
           l989, between ALLTEL Corporation and Ameritrust Company N.A. 
           (incorporated herein by reference to Form 8 dated April 26, 
           l989, filed with the Commission on April 28, l989).

    (b)    First Amendment to Amended and Restated Rights Agreement dated   *
           as of April l6, l990, between ALLTEL Corporation and Ameritrust 
           Company N.A. (incorporated herein by reference to Form SE of 
           ALLTEL Corporation filed with the Commission on April 23, l990).

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

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

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

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

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

    (b)(1) Executive Compensation Agreement by and between the Company and   *
           John E. Steuri effective as of April l7, l990 (incorporated
           herein by reference to Exhibit B of ALLTEL Corporation
           Registration Statement (No. 33-34495) on Form S-4 dated
           April 23, 1990).

    (b)(2) Executive Retirement Agreement by and between the Company and     67
           John E. Steuri effective as of December 27, l995.


*   Incorporated herein by reference as indicated.

                                       22

<PAGE>

EXHIBIT INDEX, Continued

Number and Name                                                           Page

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

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

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

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

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

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

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

    (d)(3) Split-dollar Life Insurance Agreement by and between the          *
           Corporation and Tom T. Orsini effective as of March 1, 1994 
           (incorporated herein by reference to Exhibit 10(d)(3) to 
           Form 10-K for the fiscal year ended December 31, 1994).

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

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

*   Incorporated herein by reference as indicated.

                                       23

<PAGE>

EXHIBIT INDEX, Continued


Number and Name                                                           Page

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

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

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

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

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

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

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

    (h)(2) Stock Purchase Plan for Employees of Systematics Information      *
           Services, Inc. and its Affiliates, effective June 18, 1991 
           (incorporated herein by reference to Exhibit 10(h)(2) to 
           Amendment No. 1 to Form 10-K for the fiscal year ended
           December 31, 1993).

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

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

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

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

*   Incorporated herein by reference as indicated.

                                       24

<PAGE>

EXHIBIT INDEX, Continued


Number and Name                                                           Page

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

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

    (k)(3) Amendments No. 4 and 5 to ALLTEL Corporation Pension Plan         81
           (January 1, 1994 Restatement).

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

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

    (l)(2) Amendments No. 3 and 4 to ALLTEL Corporation Profit-Sharing      123
           Plan (January 1, 1994 Restatement).

    (m)    ALLTEL Corporation Benefit Restoration Plan (January 1, 1996     132
           Restatement).                              

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

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

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

    (o)(2) Amendment No. 3 to ALLTEL Corporation Thrift Plan (January 1,    146
           1994 Restatement).                        

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

(13)       Annual report to stockholders for the year ended December 31,     32
           1995.  Such report, except for the portions incorporated by 
           reference herein, is furnished for the information of the SEC 
           and is not "filed" as part of this report.


*   Incorporated herein by reference as indicated.

                                       25
<PAGE>


EXHIBIT INDEX, Continued

Number and Name                                                           Page

(21)       Subsidiaries of the registrant.                                   28

(23)       Consents of experts and counsel.                                  31

(24)       Powers of Attorney.                                              154

(27)       Financial Data Schedule for the year ended December 31, 1995.    158

(99)(a)    Annual report on Form 11-K for the Stock Purchase Plan for        --
           Employees of Systematics Information Services, Inc. and its 
           Affiliates for the year ended December 31, 1995, will be 
           filed by amendment.

(99)(b)    Annual report on Form 11-K for the ALLTEL Corporation Thrift      --
           Plan for the year ended December 31, 1995, will be filed by 
           amendment.

*   Incorporated herein by reference as indicated.


                                       26