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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
ALLTEL CORPORATION
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(Name of Issuer)
COMMON STOCK, Par Value $1.00 per share
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(Title of Class of Securities)
020039103
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP 020039103 13G page 2 of 6
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[1] Name of Reporting Persons S.S. or I.R.S. Identification Nos.
Cincinnati Financial Corporation 31-0746871
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[2] Check the Appropriate Box if a Member of a Group
(a) __________
(b) __________
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[3] SEC Use Only
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[4] Citizenship or Place of Organization
Fairfield, Ohio
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[5] Sole Voting Power 12,962,388*
Number of --------------------------------------------
Shares
Beneficially [6] Shared Voting Power -0-
Owned By
Each --------------------------------------------
Reporting [7] Sole Dispositive Power
Person
With -0-
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[8] Shared Dispositive Power 12,962,388
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[9] Aggregate Amount Beneficially Owned By Each Reporting Person
12,962,388
- ---------------------------------------------------------------------------
[10] Check Box
If the Aggregate Amount in Row [9] Excludes Certain Shares
N/A
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[11] Percent of Class Represented by Amount in Row 9
6.994%
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[12] Type of Reporting Person*
PH, IC, EP
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13G Page 3 of 6
Item 1 (a) Name of Issuer: Alltel Corporation
Item 1 (b) Address of issuer's Principal Executive Offices:
100 Executive Parkway
Hudson, Ohio 44236
Item 2 (a) Name of Person Filing: Cincinnati Financial Corporation
Item 2 (b) Address of Principal Business Office:
P.O. Box 145496
Cincinnati, Ohio 45250-5496
Item 2 (c) Citizenship: OHIO
Item 2 (d) Title of Class of Securities:
Common Stock, Par Value $1.00 Per Share
Item 2 (e) CUSIP Number:
020039103
Item 3. Type of Reporting Person
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a) (6) of the Act
(c) [X] Insurance Company as defined in sections 3(a) (19) of the Act
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
(e) [ ] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) [X] Employees Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1947 or
Endowment Fund
(g) [X] Parent Holding Company, in accordance with 240.13d-b (ii) (G)
(h) [ ] Group, in accordance with 240.13d-1 (b) (1) (ii) (H)
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13G page 4 of 6
Item 4 Ownership:
(a) Amount Beneficially Owned: 12,962,388
(b) Percent of Class: 6.994%
(c) Number of Shares as to which CFC has:
(i) sole power to vote or to direct the vote
............................................... 12,962,388
(ii) shared power to vote or to direct the vote
............................................... -0-
(iii) sole power to dispose or to direct
the disposition of............................. 12,962,388
(iv) shared power to dispose or to direct
the disposition of.............................. -0-
Item 5. Ownership of Five Percent or less of A Class:
N/A
Item 6. Ownership of More than Five Percent on
Behalf of Another person.
N/A
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13G page 5 of 6
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the parent Holding
Company:
This Schedule 13G is being filed by the Cincinnati Financial Corporation for
itself or, if item 3(g) has been checked, as a parent holding company with
respect to the holding of its following subsidiaries:
[X] Cincinnati Financial Corporation (31-0746871), a parent
holding company, in accordance with 240.13d-(b) (ii) (G)
[X] Cincinnati Insurance Company (31-0542366), an insurance
company as defined in sections 9 (a) (19) of the Act
[X] Cincinnati Casualty Company (31-0826946), an insurance
company as defined in sections 3 (a) (19) of the Act
[X] Cincinnati Life Insurance Company (31-1213778), an insurance
company as defined in sections 3 (a) (19) of the Act
[X] Cincinnati Financial Retirement Plan Trust (31-0746871), an
employee benefit plan, pension fund which is subject to the
provisions of the Employee Retirement Income Security Act
of 1947 or Endowment Fund
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13G Page 6 of 6
Item 8. Identification and Classification of Members of the Group:
Item 9. Notice of Dissolution of Group:
Item 10. Certification:
By signing below I certify that to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes or
effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: February 6, 1998
The Cincinnati Financial Corporation
By /s/ T. F. Elchynski
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Theodore F. Elchynski
Chief Financial Officer
*THIS STOCK IS HELD IN CUSTODY BY THE FIFTH THIRD BANK OR PNC
BANK, OHIO N.A.
