| **ALLTEL                  Corporation**                                                                                                           |   |                                              |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |    |
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| 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)                                                                                                            |   | 2005                                              |    |   |   | 2004   |   |   |    | 2003   |   |   |   | 2002   |    |   |   | 2001   |   |   |    |
|                                                                                                                                              |   |                                              |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |    |
| **Earnings:**                                                                                                                                     |   |                                              |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |    |
| Income                  from continuing operations before income taxes                                                                            |   | $                                                 | 2,110.4 |   |   |   |   | $      | 1,592.0 |   |   |   |   | $      | 1,534.1 |   |   |   |   | $      | 1,360.3 |   |   |   |   | $ | 1,631.0 |   |   |   |   |
| Minority                  interest in consolidated partnerships                                                                                   |   |                                              | 69.1    |   |   |   |   |   | 80.1    |   |   |   |   |   | 78.6    |   |   |   |   |   | 73.4    |   |   |   |   |   | 75.2 |   |   |   |   |
| Equity                  earnings in unconsolidated partnerships                                                                                   |   |                                              | (43.4   | )      |   |   |   |   | (68.5   | )      |   |   |   |   | (64.4   | )      |   |   |   |   | (65.8   | ) |   |   |   |   | (57.0 | ) |   |   |   |
| Fixed                  charges                                                                                                                    |   |                                              | 428.1   |   |   |   |   |   | 435.8   |   |   |   |   |   | 445.2   |   |   |   |   |   | 416.1   |   |   |   |   |   | 312.7 |   |   |   |   |
| Amortization                  of capitalized interest                                                                                             |   |                                              | 11.9    |   |   |   |   |   | 10.5    |   |   |   |   |   | 9.1     |   |   |   |   |   | 7.8     |   |   |   |   |   | 6.5 |   |   |   |   |
| Distributed                  income of equity investees                                                                                           |   |                                              | 35.1    |   |   |   |   |   | 78.2    |   |   |   |   |   | 46.6    |   |   |   |   |   | 46.8    |   |   |   |   |   | 50.7 |   |   |   |   |
|                                                                                                                                              |   |                                              | 2,611.2 |   |   |   |   |   | 2,128.1 |   |   |   |   |   | 2,049.2 |   |   |   |   |   | 1,838.6 |   |   |   |   |   | 2,019.1 |   |   |   |   |
| Less:                  Interest capitalized                                                                                                       |   |                                              | (17.4   | )      |   |   |   |   | (14.4   | )      |   |   |   |   | (12.7   | )      |   |   |   |   | (12.8   | ) |   |   |   |   | (16.1 | ) |   |   |   |
| Minority                  interest in consolidated partnerships                                                                                   |   |                                              | (69.1   | )      |   |   |   |   | (80.1   | )      |   |   |   |   | (78.6   | )      |   |   |   |   | (73.4   | ) |   |   |   |   | (75.2 | ) |   |   |   |
| Earnings,                  as adjusted                                                                                                            |   | $                                                 | 2,524.7 |   |   |   |   | $      | 2,033.6 |   |   |   |   | $      | 1,957.9 |   |   |   |   | $      | 1,752.4 |   |   |   |   | $ | 1,927.8 |   |   |   |   |
|                                                                                                                                              |   |                                              |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |   |   |   |   |   |
| **Fixed                  Charges:**                                                                                                               |   |                                              |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |   |   |   |   |   |
| Interest                  expense                                                                                                                 |   | $                                                 | 332.6   |   |   |   |   | $      | 352.5   |   |   |   |   | $      | 378.6   |   |   |   |   | $      | 355.1   |   |   |   |   | $ | 261.2 |   |   |   |   |
| Interest                  capitalized                                                                                                             |   |                                              | 17.4    |   |   |   |   |   | 14.4    |   |   |   |   |   | 12.7    |   |   |   |   |   | 12.8    |   |   |   |   |   | 16.1 |   |   |   |   |
| Amortization                  of debt expense                                                                                                     |   |                                              | 4.6     |   |   |   |   |   | 7.3     |   |   |   |   |   | 7.5     |   |   |   |   |   | 5.4     |   |   |   |   |   | 3.2 |   |   |   |   |
| Interest                  portion of operating rents                                                                                              |   |                                              | 73.5    |   |   |   |   |   | 61.6    |   |   |   |   |   | 46.4    |   |   |   |   |   | 42.8    |   |   |   |   |   | 32.2 |   |   |   |   |
| Total                  fixed charges                                                                                                              |   | $                                                 | 428.1   |   |   |   |   | $      | 435.8   |   |   |   |   | $      | 445.2   |   |   |   |   | $      | 416.1   |   |   |   |   | $ | 312.7 |   |   |   |   |
|                                                                                                                                              |   |                                              |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |   |   |   |   |   |
| Ratio                  of earnings to fixed charges                                                                                               |   |                                              | 5.90    |   |   | (1)    |   |   | 4.67    |   |   | (2)    |   |   | 4.40    |   |   | (3)    |   |   | 4.21    |   |   | (4) |   |   | 6.17 |   |   | (5 | ) |
|                                                                                                                                              |   |                                              |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |   |   |   |   |   |
| Fixed                  charges                                                                                                                    |   | $                                                 | 428.1   |   |   |   |   | $      | 435.8   |   |   |   |   | $      | 445.2   |   |   |   |   | $      | 416.1   |   |   |   |   | $ | 312.7 |   |   |   |   |
| Preferred                  stock dividends                                                                                                        |   |                                              | 0.2     |   |   |   |   |   | 0.2     |   |   |   |   |   | 0.2     |   |   |   |   |   | 0.2     |   |   |   |   |   | 0.2 |   |   |   |   |
| Total                  fixed charges and preferred stock dividends                                                                                |   | $                                                 | 428.3   |   |   |   |   | $      | 436.0   |   |   |   |   | $      | 445.4   |   |   |   |   | $      | 416.3   |   |   |   |   | $ | 312.9 |   |   |   |   |
|                                                                                                                                              |   |                                              |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |   |   |   |   |   |
| Ratio                  of earnings to combined fixed charges                                                                                      |   |                                              |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |    |   |   |   |   |   |   |   |   |   |   |
| and                  preferred stock dividends                                                                                                    |   |                                              | 5.89    |   |   | (1)    |   |   | 4.66    |   |   | (2)    |   |   | 4.40    |   |   | (3)    |   |   | 4.21    |   |   | (4) |   |   | 6.16 |   |   | (5 | ) |

**ALLTEL          Corporation**

| 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 2005 included pretax charges of $14.7                    million                    associated with Hurricane Katrina and three other storms, net                    of insurance                    proceeds of        |
| $5.0                    million, $19.8 million related to a change in accounting for                    operating                    leases and $22.9 million of integration expenses incurred in                    connection                    with Alltel’s |
| exchange                    of wireless assets with Cingular Wireless LLC (“Cingular”), merger with                    Western Wireless Corporation and the acquisition of wireless                    properties                    from                  |
| Public                    Service Cellular, Inc. Income before taxes also includes $4.4                    million of                    severance and employee benefit costs related to a workforce reduction                    in                    its            |
| wireline                    operations and $31.3 million of incremental costs related to                    the pending                    spin off its wireline business to Alltel stockholders and merger                    with                                    |
| Valor                    Communications Group, Inc. Income before taxes also includes                    the effect of                    a special cash dividend of $111.0 million related to the Company’s                    investment                       |
| in                    Fidelity National Financial, Inc. ("Fidelity National") common                    stock and                    pretax gains of $158.0 million related to Alltel’s exchange of certain                    wireless assets                   |
| with                    Cingular, $75.8 million related to the sale of all of the Company's                    shares                    of Fidelity National common stock and $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 5.34 for 2005.                                                                                                 |
|                                                                                                                                                                                                                                                                   |
| (2)                    Income before taxes for 2004 included pretax charges of $28.4                    million                    related to a planned workforce reduction and the exit of its                    competitive                    local exchange       |
| carrier                    operations in the Jacksonville, Florida market. Income before                    taxes also                    includes a $2.3 million reduction in the liabilities associated                    with                                      |
| various                    restructuring activities initiated prior to 2003. Income before                    taxes also                    includes a 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 4.78 for                    2004.                                                     |
|                                                                                                                                                                                                                                                                   |
| (3)                    Income before taxes for 2003 included pretax charges totaling                    $19.0                    million consisting of charges of $8.5 million related to the                    closing of                    certain call center     |
| locations,                    the write-off of $13.2 million of certain capitalized software                    development                    costs with no alternative future use or functionality and a $2.7                    million                             |
| reduction                    in the liabilities associated with various restructuring activities                    initiated prior to 2003. Income before taxes also included a                    pretax gain                    of $31.0                            |
| million                    realized from the sale of certain assets of the Company's operations,                    partially offset by pretax write-downs totaling $6.0 million                    to reflect                    other-                               |
| than-temporary                    declines in the fair value of certain investments in unconsolidated                    limited partnerships and termination fees of $7.1 million incurred                    in                                                      |
| connection                    with the early termination of long-term debt. The net effects                    of these                    items would not have resulted in a change to either the ratio                    of earnings                    to          |
| fixed                    charges and the ratio of earnings to combined fixed charges and                    preferred                    stock dividends for 2003.                                                                                                     |
|                                                                                                                                                                                                                                                                   |
| (4)                    Income before taxes for 2002 included pretax charges totaling                    $69.9                    million consisting of a pretax charge of $34.0 million incurred                    in                    connection with              |
| restructuring                    the Company's operations and with the closing of seven product                    distribution centers, charges of $28.8 million incurred in connection                    with                                                       |
| its                    acquisitions of wireline properties from Verizon Communications,                    Inc.                    ("Verizon") and wireless properties from CenturyTel, Inc.("CenturyTel"),                    and                                     |
| write-downs                    of $7.1million 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                    $16.3 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.                    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 from Verizon. The Company                    also                    recorded additional bad debt expense of $14.0 million due to                    the                                         |
| bankruptcy                    filing of an interexchange carrier. Excluding these items, the                    ratio of                    earnings to fixed charges and the ratio of earnings to combined                    fixed                    charges        |
| would                    both have been 4.79 for 2002.                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                   |
| (5)                    Income before taxes for 2001 included pretax gains totaling $360.5                    million                    and consisted of a $347.8 million pretax gain from the sale of                    PCS                    licenses, a pretax    |
| gain                    of $9.5 million from the dissolution of a wireless partnership                    and a                    pretax gain of $3.2 million from the sale of certain investments.                    Income                    before taxes         |
| also                    included pretax charges totaling $79.2 million consisting of                    termination                    fees of $2.9 million incurred in connection with the early retirement                    of                    long-term        |
| debt,                    charges of $61.2 million incurred in connection with the restructuring                    of                    the Company's operations and write-downs of $15.1 million in                    the                    carrying               |
| value                    of cell site equipment. Excluding these items, the ratio of earnings                    to                    fixed charges would have been 5.27 for 2001 and the ratio of                    earnings to                    combined         |
| fixed                    charges and preferred stock dividends would have been 5.26 for                    2001.                                                                                                                                                       |