ALLTEL CORP
S-3/A, 1994-03-28
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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As filed with the Securities and Exchange Commission on March 28, 1994
                                              Registration No. 33-52743 
================================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
              

                           Amendment No. 1
                                To
                             Form S-3

                     REGISTRATION STATEMENT
                             Under
                     THE SECURITIES ACT OF 1933
         

                        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
                           (501) 661-8000
          (Address, including zip code, and telephone number, including
           area code, of registrant's principal executive offices)

                           MAX E. BOBBITT
                             President
                          One Allied Drive
                     Little Rock, Arkansas 72202
                           (501)661-8118
             (Name, address, including zip code, and telephone number,
              including area code, of agent for service)

                Please send copies of all communications to:

                         FRANCIS X. FRANTZ
                Senior Vice President-External Affairs
                         One Allied Drive
                     Little Rock, Arkansas 72202

     Approximate date of commencement of proposed sale to the public: From
     time to time after the effective date of this Registration Statement as
         determined by market conditions.

          If the only securities being registered on this Form are being
      offered pursuant to dividend or interest reinvestment plans, please
      check the following box.    

         If any of the securities being registered on this Form are to be
      offered on a delayed or continuous basis pursuant to Rule 415 under the
      Securities Act of 1933, other than securities offered only in
      connection with dividend or interest reinvestment plans, check the
      following box. X     

<PAGE>



                            ALLTEL CORPORATION

                          Cross Reference Sheet for
                       Registration Statement on Form S-3


Items on Form S-3                               Prospectus Caption or Location

1. Forepart of the Registration Statement       Forepart of the Registration
   and Outside Front Cover Page of Prospectus   Statement, and Outside Front
                                                Cover Page of Prospectus

2. Inside Front and Outside Back Cover          Inside Front and Outside Back
   Pages of Prospectus                          Cover Pages of Prospectus.

3. Summary Information, Risk Factors and        Not Applicable, Not Applicable,
   Ratio of Earnings to Fixed Charges           and Selected Financial 
                                                Information
                 
4. Use of Proceeds                              Use of Proceeds

5. Determination of Offering Price              Not Applicable

6. Dilution                                     Not Applicable

7. Selling Security Holders                     Not Applicable

8. Plan of Distribution                         Plan of Distribution

9. Description of Securities to be Registered   Description of Securities

10.Interests of Named Experts and Counsel       Legal Opinions, and Experts

11.Material Changes                             Not Applicable

12.Incorporation of Certain Information         Incorporation of Certain
   by Reference                                 Documents by Reference

13.Disclosure of Commission Position on         Not Applicable
   Indemnification for Securities Act 
   Liabilities                                           
                 


<PAGE>
         PRELIMINARY PROSPECTUS SUPPLEMENT DATED MARCH 25, 1994


PROSPECTUS SUPPLEMENT
(To Prospectus dated              , 1994)


                               $250,000,000


                           ALLTEL CORPORATION

                     % Debentures due       , 2004
             

                     Interest Payable        and          

             


            The Debentures may not be redeemed prior to         , 2004.

             

           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
     SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
             ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


<PAGE>
                     Price to         Underwriting Discounts      Proceeds to
                     Public(1)        and Commissions             Company(1)(2)
Per Debenture.....           %                             %                 %
Total.............   $                $                           $

(1) Plus accrued interest from         ,1994 to the date of delivery.
(2) Before deducting expenses estimated at $128,207.

            The Debentures are offered, subject to prior sale, when, as and
if issued by the Company and accepted by the Underwriters, and subject to
approval of certain legal matters by counsel. The Underwriters reserve the 
right to withdraw, cancel or modify such offer and to reject orders in whole or
in part. It is expected that delivery of the Debentures will be made through 
the facilities of the Depository Trust Company, on or about       , 1994.

                            

Stephens Inc.                                          Merrill Lynch & Co.
             

The date of this Prospectus Supplement is          , 1994.
                                       1<PAGE>

     IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE  MARKET PRICE OF THE 
SECURITIES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL 
IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY  BE  DISCONTINUED AT
ANY TIME.

         

                          DESCRIPTION OF THE DEBENTURES
     The following description of the particular terms of the    % Debentures
due          , 2004 ("Debentures") offered hereby supplements the description 
of the general terms and provisions of the Securities set forth in the 
Prospectus under the caption "Description of Securities". Certain terms 
used herein are defined in the Prospectus.

General
    The Debentures will be dated as of their date of authentication 
and are to be issued only in fully registered form without coupons in 
denominations of $1,000 or integral multiples thereof. The Debentures 
are issued as a series of Securities under the Indenture, dated as of 
January 1, 1987, which is more fully described in the Prospectus, as 
supplemented by a First Supplemental Indenture, dated as of March 1, 
1987, a Second Supplemental Indenture, dated as of April 1, 1989, a 
Third Supplemental Indenture, dated as of May 8, 1990, a Fourth 
Supplemental Indenture, dated as of March 1, 1991, a Fifth 
Supplemental Indenture, dated as of October 1, 1993, and a 
Sixth Supplemental Indenture, dated as of        , 1994.
    The Debentures are to mature on       , 2004, and bear interest from
             , 1994 at the rate set forth in their title on the cover page
of this Prospectus Supplement, payable semi-annually, based upon a 360-day
year comprised of twelve 30-day months, on        and         in each year 
by check mailed to the registered owners thereof as of the close of business 
on the preceding           or         , as the case may be.
    Transfers of the Debentures will be registrable and principal will be 
payable at the corporate trust office of the Trustee in Cleveland, Ohio, or 
at such other location or locations as may be provided for pursuant to the 
Indenture.

Redemption
    The Debentures may not be redeemed prior to                 , 2004.  
No sinking fund is provided for the Debentures.
    The Company will not pay additional amounts in respect of taxes or 
similar charges withheld or deducted on the Debentures held by a person 
who is not a "U.S. person" (as defined in the Prospectus).

UNDERWRITING
    Stephens Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated 
(the "Underwriters") have each severally agreed, subject to the terms and 
conditions of a Terms Agreement, with the Underwriting Agreement Basic 
Provisions as Annex A thereto, among the Company and the Underwriters, 
to purchase the principal amount of Debentures set forth below opposite 
their respective names. The Underwriters are committed to purchase all 
of such Debentures if any are purchased.

                                     2
                                    S-2<PAGE>
                                                                      
    Name of Underwriter                                       Principal
                                                                Amount

   Stephens Inc...............................................$               
   Merrill Lynch, Pierce, Fenner & Smith Incorporated..........                 
                    Total                                     $250,000,000

               The Underwriters have advised the Company that sales of 
Debentures to certain dealers may be made at a concession not in excess 
of    % of the principal amount thereof, and that the Underwriters may 
allow, and such dealers may reallow, discounts not in excess of    % of 
the principal amount of the Debentures on sales to certain other dealers. 
After the initial public offering, the public offering price, concession 
and reallowance may be changed.
               The Company has agreed to indemnify the several Underwriters 
against certain civil liabilities, including liabilities under the Securities
Act of 1933, as amended.
               The Company has been advised by the Underwriters that they 
presently intend to make a market in the Debentures. No assurance can be 
given as to the liquidity of, or the trading markets for, the Debentures.
               As of the date of this Prospectus Supplement, Stephens 
Group Inc., an affiliate of Stephens Inc., owned           shares of 
the Common Stock of the Company, constituting approximately    % of the 
issued and outstanding voting securities of the Company. Neither the 
Underwriters nor any other dealer will confirm sales of Debentures to 
any accounts over which they exercise discretionary authority without 
the prior written consent of the purchaser.

LEGAL OPINIONS
               Legal matters in connection with the issuance and sale of 
the Debentures will be passed upon for the Underwriters by Kutak Rock, 
1650 Farnam Street, Omaha, Nebraska 68102.
                                      3
                                    S-3<PAGE>

                        P R O S P E C T U S




                              ALLTEL CORPORATION



                                Debt Securities


              ALLTEL Corporation ("Company" or "ALLTEL") may offer and sell 
from time to time up to $250,000,000 aggregate principal amount of its debt 
securities ("Securities"), which will be offered to the public on terms 
determined by market conditions at the time of sale.

              The Securities will be unsecured and will rank equally with all
other unsecured and unsubordinated indebtedness of ALLTEL.

              Each issue of the Securities may vary as to aggregate principal 
amount, maturity date, public offering price or purchase price, interest rate 
or rates and timing of payments thereof, provisions for redemption, if any, 
sinking fund requirements, if any, and any other variable terms and method of 
distribution. The accompanying Prospectus Supplement ("Prospectus Supplement") 
sets forth the specific terms with regard to the Securities in respect of 
which this Prospectus is being delivered.
                                                                              

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
            SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
                UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                 REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                  

              The Securities may be sold to the underwriters for public 
offering pursuant to terms of offering fixed at the time of sale. In addition,
the Securities may be sold by the Company directly or through agents. No 
Securities may be sold without delivery of a Prospectus Supplement 
describing such issue of Securities and the method and terms of 
offering thereof.

                  

                   The date of this Prospectus is             , 1994.
                                        4<PAGE>

              No person is authorized to give any information or to make any 
representations, other than those contained or incorporated by reference in 
this Prospectus or the Prospectus Supplement, in connection with the offering 
contemplated hereby, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company. This 
Prospectus, as it may be supplemented, does not constitute an offer to sell or
a solicitation of an offer to buy any securities other than the registered 
securities to which it relates. This Prospectus, as it may be supplemented, 
does not constitute an offer to sell or a solicitation of an offer to buy 
any securities in any jurisdiction to any person to whom it is unlawful to 
make such offer or solicitation in such jurisdiction. Neither the delivery 
of this Prospectus or the Prospectus Supplement, nor any sale made hereunder
 or thereunder shall, under any circumstances, create any implication that 
the information contained or incorporated by reference herein or therein is 
correct as of any time subsequent to its date.

AVAILABLE INFORMATION
              ALLTEL is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended ("Exchange Act"), and, in 
accordance therewith, files reports, proxy statements, and other 
information with the Securities and Exchange Commission ("SEC"). Such 
reports, proxy statements, and other information filed by the Company may 
be inspected and copied at the public reference facilities of the SEC, 
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549, 
as well as the following SEC Regional Offices: Suite 1300, 7 World Trade 
Center, New York, New York 10048; Northwestern Atrium Center, 500 West 
Madison Street, Suite 1400, Chicago, Illinois 60661. In addition, such 
information is available for inspection at the library of the New York 
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, and at
 the offices of the Pacific Stock Exchange Incorporated, 301 Pine Street,
 San Francisco, California 94104. Copies can be obtained from the SEC by
 mail at prescribed rates.  Requests should be directed to the SEC's Public
Reference Section, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC
20549.
              The Company has filed with the SEC a Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, "Registration 
Statement") under the Securities Act of 1933, as amended ("Securities Act").
This Prospectus does not contain all of the information set forth in the 
Registration Statement, certain parts of which are omitted in accordance with 
the rules and regulations of the SEC.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
              The information contained herein does not purport to be 
comprehensive and should be read together with the information in the documents
incorporated by reference in this Prospectus.
              There is hereby incorporated by reference in this Prospectus the 
Company's Annual Report on Form 10-K for the year ended December 31, 1993, 
filed pursuant to the Exchange Act.
              All documents filed by the Company after the date of this 
Prospectus pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, 
and prior to the termination of the offering of the Securities, shall be deemed
to be incorporated by reference in this Prospectus and to be part hereof from 
the date of filing of such documents. Any statement contained in a document 
incorporated or deemed to be incorporated by reference herein shall be deemed 
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document that 
also is or is deemed to be incorporated by reference herein modifies or 
supersedes such statement. Any such statement so modified or superseded shall 
not be deemed, except as so modified or superseded, to constitute a part of 
this Prospectus.
                                 5
                                 2<PAGE>
              Copies of the above documents (excluding exhibits to such 
documents, unless such exhibits are specifically incorporated by reference 
therein) may be obtained upon written or oral request without charge by each 
person, including any beneficial owner of any Security, to whom this Prospectus
is delivered, from the Vice President-Corporate Communications, ALLTEL 
Corporation, One Allied Drive, Little Rock, Arkansas 72202, telephone 
(501) 661-8000.

THE COMPANY
              ALLTEL, a Delaware corporation, is a leading telecommunications 
and information services company. ALLTEL subsidiaries provide local telephone 
service, cellular telephone service, information services and communications 
products. The Company's principal executive offices are located at One Allied 
Drive, Little Rock, Arkansas 72202, telephone (501) 661-8000.

Telephone Operations

              The Company's telephone subsidiaries provide local and toll 
service access to approximately 1.6 million customer access lines through 
668 telephone exchanges in parts of 22 states. No other regulated carrier 
furnishes local telephone service in any area served by ALLTEL. ALLTEL's 
telephone subsidiaries also provide facilities for private line, data 
transmission, and other communications services. In addition, these 
subsidiaries sell and lease end user telephone equipment, as well as 
maintenance and protection plans for customer-owned equipment.

Cellular Operations

              ALLTEL Mobile Communications, Inc. ("ALLTEL Mobile"), a 
wholly-owned subsidiary of ALLTEL, provides cellular telephone and paging 
services. ALLTEL Mobile owns a majority interest in cellular systems in 
Charlotte, North Carolina; Little Rock, Fort Smith and Fayetteville, Arkansas;
Montgomery, Alabama; Savannah and Albany, Georgia; Aiken, South Carolina/Augusta
Georgia; Gainesville and Ocala, Florida; and Springfield, Missouri;  and a 50%
interest in a cellular system in Jackson, Mississippi. ALLTEL Mobile also has 
limited partnership interests in thirteen other cellular systems and owns 
interests in various rural service areas as well. Additionally, ALLTEL 
Mobile owns and operates wide-area, computer-driven paging networks in 
Arkansas and Florida and ALLTEL's acquisition of SLT Communications, Inc. 
in 1992 added a one-third ownership in one of the largest paging networks in 
Texas, which serves more than 115,000 subscribers.

Information Services Operations
             
             Systematics Information Services, Inc. ("Systematics"), a 
wholly-owned subsidiary of ALLTEL, provides a wide range of information 
processing services to the financial and telecommunications industries.  
Systematics' software and services are designed to fulfill substantially all 
of the retail information processing and management information requirements 
of financial institutions. Systematics also markets software worldwide to 
financial and telecommunications companies operating their own information 
processing departments.
              Computer Power, Inc. ("CPI"), a wholly-owned subsidiary of 
ALLTEL, provides data processing and related software and systems to 
financial institutions originating and/or servicing single family 
mortgage loans.  CPI'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 on the secondary market,
and their subsequent servicing.
              TDS Healthcare Systems Corporation ("TDS"), a wholly-owned
subsidiary of ALLTEL, is the leading provider of comprehensive patient care
and healthcare enterprise information systems.  More than 200 leading hospitals
in the United States, Canada and Europe are TDS software clients.

                                  6
                                  3<PAGE>
Product Distribution Operations
              ALLTEL Supply, Inc. ("ALLTEL Supply"), a wholly-owned subsidiary
of ALLTEL, with twelve warehouses and nine  counter-sales showrooms across the
nation, is a major distributor of telecommunications equipment and materials. 
ALLTEL Supply provides quality equipment to affiliated and nonaffiliated 
telephone companies, business systems suppliers, railroads, governments and
retail and industrial companies. HWC Distribution Corp., a wholly-owned
subsidiary of ALLTEL, with ten warehouses nationwide, is a leading supplier 
of specialty wire and cable products in the United States.
              In addition to its four principal business areas, ALLTEL 
operates subsidiaries that publish telephone directories and 
provide cable television service.

USE OF PROCEEDS
              The net proceeds from the sale of Securities will be used 
to reduce borrowings under the Company's revolving credit agreement, 
which were incurred to partially finance the acquisition of certain 
telephone properties of GTE Corporation in the State of Georgia, for 
expansion of cellular investments and other general corporate requirements.
     The Company's revolving credit agreement has a termination date of 
October 1, 1996, with provisions for annual extensions.  The weighted rate 
of interest on the Company's borrowings under this agreement at December 31, 
1993 was 3.4%.

SELECTED FINANCIAL INFORMATION
(Dollars in Millions)
              The following table sets forth certain selected financial 
information relating to the Company for the five year period ended 
December 31, 1993.
                            Year Ended December 31,                         
                              1989      1990      1991        1992     1993    

Total Revenues and Sales    $ 1556.7  $ 1691.2  $ 1884.0   $ 2082.5   $ 2342.1  
Income Before Income Tax    $  258.7  $  292.4  $  299.1   $  357.3   $  449.9 

Net Income                  $  178.5  $  200.1  $  199.4   $   228.6  $  262.0
Fixed Charges               $   94.3  $   98.2  $  106.1   $   101.8  $  109.6

Ratio of Earnings to Fixed
    Charges*                    3.63      3.87      3.71         4.43     5.00 
Long-term Debt as a
    Percentage of Total 
    Capitalization 
    (End of Period)             48.2%     49.3%     49.3%       44.5%    51.2%
                       
*  For the purpose of calculating this ratio, earnings consist of 
income before income taxes and fixed charges. Fixed charges include interest 
on indebtedness and the portion of rental expense representative of the 
interest factor.

The following table sets forth the Company's capitalization as of 
December 31, 1993.
                                                                     % of
                                           Outstanding          Capitalization
Long-term debt (including 
  current maturities)                      $1,640.2               51.2%
Preferred stock, redeemable                     8.6                 .3
Preferred stock, non-redeemable                 9.4                 .3
Common equity                               1,545.3               48.2
                                           $3,203.5              100.0%
                                      7
                                      4<PAGE>
                          DESCRIPTION OF SECURITIES
              The following description sets forth certain general terms and 
provisions of the Securities to which any Prospectus Supplement may relate. 
The particular terms and provisions of the series of Securities offered by 
a Prospectus Supplement, and the extent to which such general terms and 
provisions described below may apply thereto, will be described in the 
Prospectus Supplement relating to such series of Securities.
              The Securities are to be issued under an Indenture 
("Indenture") between the Company and Society National Bank, Trustee 
("Trustee"). The following summaries of certain provisions of the 
Securities and the Indenture do not purport to be complete and are 
subject to, and are qualified in their entirety by reference to, 
all provisions of the Indenture, including the definition therein 
of certain terms. Particular sections of the Indenture that are 
relevant to the discussion are cited parenthetically. Wherever 
particular sections or defined terms of the Indenture are referred 
to, it is intended that such sections or defined terms shall be 
incorporated herein by reference.

General
              The Indenture does not limit the amount of Securities 
that can be issued thereunder, and additional debt securities may be 
issued thereunder up to the aggregate principal amount that may be 
authorized from time to time by, or pursuant to a resolution of, 
the Company's Board of Directors or by a supplemental indenture. 
Reference is made to the Prospectus Supplement for the following 
terms of the particular series of Securities being offered thereby: 
(i) the title of the Securities of the series; (ii) any limit upon 
the aggregate principal amount of the Securities of the series; (iii) 
the date or dates on which the principal of the Securities of the 
series will be payable; (iv) the rate or rates (or manner of 
calculation thereof), if any, at which the Securities of the series 
will bear interest, the date or dates from which any such interest 
will accrue and on which such interest will be payable, and, with 
respect to Securities of the series in registered form, the record 
date for the interest payable on any interest payment date; (v) the 
place or places where the Principal of and interest, if any, on the 
Securities of the series will be payable; (vi) any redemption or 
sinking fund provisions; (vii) if other than the principal amount 
thereof, the portion of the principal amount of Securities of the 
series that will be payable upon declaration of acceleration of the 
maturity thereof; (viii) whether the Securities of the series will 
be issuable in registered or bearer form, or both, any restrictions 
applicable to the offer, sale, or delivery of Securities in bearer form 
("bearer Securities") and whether and the terms upon which bearer 
Securities will be exchangeable for Securities in registered form 
("registered Securities") and vice versa; (ix) whether and under what 
circumstances the Company will pay additional amounts on the Securities 
of the series held by a person who is not a U.S. person (as defined below) 
in respect of taxes or similar charges withheld or deducted and, if so, 
whether the Company will have the option to redeem such Securities rather 
than pay such additional amounts; and (x) any additional provisions or 
other special terms not inconsistent with the provisions of the Indenture, 
including any terms that may be required by or advisable under United States 
law or regulations or advisable in connection with the marketing of Securities 
of such series. To the extent not described herein, Principal and interest, 
if any, will be payable, and the Securities of a particular series will be 
transferable, in the manner described in the Prospectus Supplement relating 
to such series. "Principal" when used herein includes, when appropriate, 
the premium, if any, on the Securities.
              Each series of Securities will constitute unsecured and 
unsubordinated indebtedness of the Company and will rank on a parity 
basis with the Company's other unsecured and unsubordinated indebtedness.
              Securities of any series may be issued as registered 
Securities or bearer Securities, or both, as specified in the terms of 
the series. Unless otherwise indicated in the Prospectus Supplement, 
Securities will be issued in denominations of $1,000 and integral 
multiples thereof, and bearer Securities will not be offered, sold, 
resold, or delivered to U.S. persons 
                                    8
                                    5<PAGE>
in connection with their original issuance. For purposes of this Prospectus, 
"U.S. person" means a citizen, national, or resident of the United States, 
a corporation, partnership, or other entity created or organized in or under 
the laws of the United States or any political subdivision thereof, or an 
estate or trust whose income from sources without the United States is 
includable in gross income for United States federal income tax purposes 
regardless of its connection with the conduct of a trade or business within 
the United States.
              If appropriate, federal income tax consequences applicable to a 
series of Securities will be described in the Prospectus Supplement relating 
thereto.

Exchange of Securities
              Registered Securities may be exchanged for an equal aggregate 
principal amount of registered Securities of the same series and date of 
maturity in such authorized denominations as may be requested upon surrender 
of the registered Securities at an agency of the Company maintained for such 
purpose and upon fulfillment of all other requirements of such agent. 
(Section 2.08(a).)
              To the extent permitted by the terms of a series of Securities 
authorized to be issued in registered form and bearer form, bearer Securities 
may be exchanged for an equal aggregate principal amount of registered or 
bearer Securities of the same series and date of maturity in such authorized 
denominations as may be requested upon surrender of the bearer Securities 
with all unpaid coupons relating thereto at an agency of the Company 
maintained for such purpose and upon fulfillment of all other requirements 
of such agent. (Section 2.08(b).) As of the date of this Prospectus, 
temporary United States Treasury regulations essentially prohibit exchanges 
of registered Securities for bearer Securities and, unless such regulations 
are modified, the terms of a series of Securities will not permit registered 
securities to be exchanged for bearer Securities.

Lien on Assets
              The Company covenants in the Indenture that, if at any time the 
Company mortgages, pledges, or otherwise subjects to any lien the whole or any 
part of a property or asset now owned or hereafter acquired by it, except as 
hereinafter described, the Company will secure the outstanding Securities, and 
any other obligations of the Company that may then be outstanding and entitled 
to the benefit of a covenant similar in effect to this covenant, equally and 
ratably with the indebtedness or obligations secured by such mortgage, pledge,
or lien, for as long as any such indebtedness or obligation is so secured. This
covenant does not apply to the creation, extension, renewal, or refunding of 
purchase-money mortgages or liens, or other liens to which any property or 
asset acquired by the Company is subject as of the date of its acquisition 
by the Company, or to the making of any deposit or pledge to secure public or
statutory obligations or with any governmental agency at any time required by
law in order to qualify the Company to conduct its business or any part thereof
or in order to entitle it to maintain self-insurance or to obtain the benefits
of any law relating to workers' compensation, unemployment insurance, old age 
pensions, or other social security, or with any court, board, commission, or 
governmental agency as security incident to the proper conduct of any 
proceeding before it. Nothing contained in the Indenture prevents a 
person directly or indirectly controlling or controlled by, or under 
direct or indirect common control with, the Company from mortgaging, 
pledging, or subjecting to any lien any property or assets, whether or 
not acquired by such person from the Company. (Section 4.02.)
                                   9
                                   6<PAGE>
Amendment and Waiver
              Subject to certain exceptions, the Indenture or the Securities 
may be amended or supplemented by the Company and the Trustee with the 
consent of the holders of a majority in principal amount of the outstanding
Securities of each series affected by the amendment or supplement (with each
series voting as a class), or compliance with any provision may be waived 
with the consent of the holders of a majority in principal amount of the 
outstanding Securities of each series affected by such waiver (with each 
series voting as a class); except that, without the consent of each 
Securityholder affected, an amendment or waiver may not (i) reduce the 
amount of Securities whose holders must consent to an amendment or waiver;
(ii) change the rate of or change the time of payment of interest on any 
Security; (iii) change the principal of or change the fixed maturity of 
any Security; (iv) waive a default in the payment of the Principal of 
or interest on any Security; (v) make any Security payable in money 
other than that stated in the Security; (vi) reduce any premium 
payable upon redemption of any Security; or (vii) impair the right to 
institute suit for the enforcement of any payment on or with respect 
to any Security. (Section 9.02.) The Indenture may be amended or 
supplemented without the consent of any Securityholder (a) to cure 
any ambiguity, defect, or inconsistency in the Indenture or in the 
Securities of any series; (b) to provide for the assumption of all the 
obligations of the Company under the Securities and any coupons related 
thereto and the Indenture by any corporation in connection with a merger, 
consolidation, transfer, or lease of the Company's property and assets 
substantially as an entirety, as provided for in the Indenture; (c) to 
secure the Securities; (d) to provide for uncertificated Securities in 
addition to or in place of certificated Securities; (e) to make any 
change that does not adversely affect the rights of any Securityholder; 
(f) to provide for the issuance of, and establish the form and terms and
conditions of, a series of Securities or to establish the form of any 
certifications required to be furnished pursuant to the terms of the 
Indenture or any series of Securities; or (g) to add to rights of 
Securityholders. (Section 9.01.)

Successor Entity
              The Company may not consolidate with or merge into, or 
transfer or lease its property and assets substantially as an entirety to,
another entity unless the successor entity is a U.S. corporation and 
assumes all the obligations of the Company under the Securities and 
any coupons related thereto and the Indenture and, after giving effect 
thereto, no default under the Indenture shall have occurred and be 
continuing. Thereafter, except in the case of a lease, all such 
obligations of the Company terminate. (Section 5.01.)

Deposit of Money or Government Obligations to Pay Securities
              The Company has the right to terminate certain of its 
obligations under the Securities and the Indenture with respect to 
the Securities of any series or any installment of principal of or 
interest on that series if the Company irrevocably deposits with the 
Trustee, in trust for the benefit of the holders of that series or 
portions thereof, money or obligations of the United States of 
America sufficient to pay, when due, Principal of and interest on 
the Securities with respect to which a deposit is made to maturity 
or redemption or such installment of Principal or interest, as the 
case may be, and if all other conditions set forth in the Securities 
of that series are met. In such event, however, the Company's obligation 
to pay the Principal of and interest on the Securities shall survive. 
(Section 8.01; Section 4.01.)

Events of Default
              The following events are defined in the Indenture as 
"Events of Default" with respect to a series of Securities: (i) 
default in the payment of interest on any Security of such series for 90 days; 
(ii) default in the payment of the Principal of any Security of such series; 
(iii) failure by the Company for 90 days after notice to it to comply with 
any of its other 
                                   10
                                    7<PAGE>
agreements in the Securities of such series, in the Indenture, or in any 
supplemental indenture under which the Securities of that series may have 
been issued; and (iv) certain events of bankruptcy or insolvency. 
(Section 6.01.) If an Event of Default occurs with respect to the 
Securities of any series and is continuing, the Trustee or the holders of 
at least 25% in principal amount of all of the outstanding Securities of 
that series may declare the Principal (or, if the Securities of that series 
are original issue discount Securities, such portion of the principal amount 
as may be specified in the terms of that series) of all the Securities of 
that series to be due and payable. Upon such declaration, such Principal 
(or, in the case of original issue discount Securities, such specified amount) 
and all accrued interest thereon shall be due and payable immediately. 
(Section 6.02.)
              Securityholders may not enforce the Indenture or the Securities, 
except as provided in the Indenture. (Section 6.06.) The Trustee may require 
indemnity satisfactory to it before it enforces the Indenture or the Securities.
(Section 7.01(f).) 
Subject to certain limitations, holders of a majority in principal amount of 
the Securities of each series affected (with each series voting as a class) may
direct the Trustee in its exercise of any trust power. (Section 6.05.) The 
Trustee may withhold from Securityholders notice of any continuing default 
(except a default in payment of principal or interest) if it determines that 
withholding notice is in their interests. (Section 7.05.) The Company is not 
required under the Indenture to furnish any periodic evidence as to the absence
of default or as to compliance with the terms of the Indenture.

Concerning the Trustee
              The Company maintains banking relationships in the ordinary 
course of business with the Trustee. The Trustee also serves as trustee 
under the Company's Indenture, dated as of June 15, 1961, and indentures 
supplemental thereto.

                              PLAN OF DISTRIBUTION
              The Company may sell the Securities to or through underwriters 
and also may sell the Securities directly to other purchasers or through agents.
Only underwriters named in the Prospectus Supplement are deemed to be 
underwriters in connection with the Securities offered thereby.
              The distribution of the Securities may be effected from time to 
time in one or more transactions at a fixed price or prices, which may be 
changed, at market prices prevailing at the time of sale, at prices related 
to such prevailing market prices or at negotiated prices.
              In connection with the sale of the Securities, underwriters may 
receive compensation from the Company or from purchasers of the Securities 
for whom they may act as agents in the form of discounts, concessions, or 
commissions. Underwriters and agents that participate in the distribution of 
the Securities may be deemed to be underwriters, and any discounts or 
commissions received by them and any profit on the resale of the Securities 
by them may be deemed to be underwriting discounts and commissions under the 
Securities Act. Any such underwriter or agent will be identified, and any 
such compensation will be described, in the Prospectus Supplement.
              Under agreements which may be entered into by the Company, 
underwriters and agents who participate in the distribution of the Securities 
may be entitled to indemnification by the Company against certain liabilities, 
including liabilities under the Securities Act, or to contribution with respect
to payments which the underwriters or agents may be required to make in 
respect thereof.
                                       11
                                       8<PAGE>
LEGAL OPINIONS
              Legal matters in connection with the issuance and sale of the 
Securities will be passed upon for the Company by Ivester, Skinner & Camp, 
111 Center Street, Suite 1200, Little Rock, Arkansas 72201.  Members of the 
law firm of Ivester, Skinner & Camp owned as of February 28, 1994, as a 
group 15,078 shares of the Company's Common Stock.

EXPERTS
              The financial statements and schedules incorporated by 
reference in the Company's annual report on Form 10-K for the year ended 
December 31, 1993, which are incorporated herein by reference, have been 
audited by Arthur Andersen & Co., independent public accountants, as 
indicated in their reports with respect thereto, and are incorporated 
herein in reliance upon the authority of said firm as experts in 
accounting and auditing in giving said reports.

                                        12
                                         9<PAGE>
            

        No person has been authorized to give
any information or to make any representation
not contained in this Prospectus Supplement
or the Prospectus and, if given or made, such
information or representation must not be              ALLTEL
relied upon as having been authorized by               CORPORATION
ALLTEL Corporation or any Underwriter. 
This Prospectus Supplement and the
Prospectus do not constitute an offer to sell or       % Debentures due
a solicitation of an offer to buy any of the                   , 2004
securities offered hereby in any jurisdiction to
any person to whom it is unlawful to make
such offer in such jurisdiction.  The delivery
of this Prospectus Supplement or the
Prospectus at any time does not imply that the
information herein or therein is correct at any
time subsequent to their respective dates.
                                           

          TABLE OF CONTENTS                          PROSPECTUS SUPPLEMENT

                                               Page

Prospectus Supplement

Description of the Debentures . . . . . . . . .S-2       STEPHENS INC.
Underwriting. . . . . . . . . . . . . . . . . .S-2
Legal Opinions. . . . . . . . . . . . . . . . .S-3       Merril Lynch & Co.

                  Prospectus
Available Information . . . . . . . . . . . . .  2
Incorporation of Certain Documents
   by Reference . . . . . . . . . . . . . . . . .2
The Company . . . . . . . . . . . . . . . . . . .3
Use of Proceeds . . . . . . . . . . . . . . . . .4
Selected Financial Information. . . . . . . . . .4
Description of Securities . . . . . . . . . . . .5
Plan of Distribution. . . . . . . . . . . . . . .8
Legal Opinions. . . . . . . . . . . . . . . . . .9
Experts . . . . . . . . . . . . . . . . . . . . .9                   ,1994

           
               


                                           13<PAGE>
                                        PART II

               INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Filing Fee                     $86,206.90
Counsel Fees and Expenses                                          10,000.00
Fees and Expenses of Trustee                                        5,000.00
Printing and Engraving                                             10,000.00
Blue Sky Fees and Expenses                                          8,000.00
Accountants' Fees and Miscellaneous Expenses                        9,000.00
                        Total                                    $128,206.90
                                         14
                                        II-1<PAGE>
                                    SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, 
the Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-3 and has duly caused this 
Amendment No. 1 to the  Registration Statement to be signed on its behalf by 
the undersigned, thereunto duly authorized, in the City of Little Rock, 
State of Arkansas, on the 25th of March, 1994.


                                               ALLTEL CORPORATION

                                               By /s/   MAX E. BOBBITT        
    
                                                    (Max E. Bobbitt, President)


              Pursuant to the requirements of the Securities Act of 1933, 
this Amendment No. 1 to the Registration Statement has been signed below by 
the following persons in the capacities and on the date indicated.


 Signature                          Title                        Date

*JOE T. FORD          Chief Executive Officer and Director
(Joe T. Ford)         (Principal Executive Officer)

/s/ MAX E. BOBBITT    President and Director
(Max E. Bobbitt)

*DENNIS J. FERRA      Senior Vice President - Accounting
(Dennis J. Ferra)      and Administration
                      (Principal Accounting Officer)

*TOM T. ORSINI         Senior Vice President - Finance
(Tom T. Orsini)         and Corporate Development
                       (Principal Financial Officer)

*BEN W. AGEE           Director
(Ben W. Agee)

*ALFRED E. CAMPDON     Director
(Alfred E. Campdon)

*W. W. JOHNSON         Director                                March 25, 1994
(W. W. Johnson)

*EMON A. MAHONY, JR.   Director
(Emon A. Mahony, Jr.)

*GEORGE C. MCCONNAUGHEY  Director
(George C. McConnaughey)

                                             15
                                            II-2
<PAGE>

Signature                       Title                            Date

*WALTER G. OLSON          Director
(Walter G. Olson)

*PHILIP F. SEARLE         Director
(Philip F. Searle)

*JOHN E. STEURI           Director                         March 25, 1994
(John E. Steuri)

*CARL H. TIEDEMANN        Director
(Carl H. Tiedemann)

*RONALD TOWNSEND          Director
(Ronald Townsend)

*WILLIAM H. ZIMMER, JR.   Director
(William H. Zimmer, Jr.)


*BY /s/ MAX E. BOBBITT                                           March 25, 1994
(Max E. Bobbitt, Attorney-in-Fact)

                                            16
                                           II-3<PAGE>
                                       EXHIBIT INDEX

Official                                                            Sequential
Exhibit                                                                 Page
  No.                      Description                                   No.    
  1         -  Form of Underwriting Agreement(1)                        II-5
  4(a)(i)   -  Indenture between the Registrant and Ameritrust Company
               National Association, Trustee, dated as of January 1, 
               1987 (incorporated by reference to Registrant's Form S-3
               Registration Statement, No. 33-10808, filed on December 
               16, 1986).
  4(a)(ii)  -  First Supplemental Indenture dated as of March 1, 1987
               (incorporated by reference to Registrant's Current Report on
               Form 8-K dated March 6, 1987, filed on March 6, 1987).
  4(a)(iii) -  Second Supplemental Indenture, dated as of April 1, 1989
               (incorporated by reference to Registrant's Form S-3
               Registration Statement, No. 33-27052, filed on February 
               15, 1989)
  4(a)(iv)  -  Third Supplemental Indenture, dated as of May 8, 1990
               (incorporated by reference to Registrant's Form S-3
               Registration Statement, No. 33-39055, filed on February 
                20, 1991).
  4(a)(v)   -  Fourth Supplemental Indenture, dated as of March 1, 1991
               (incorporated by reference to Registrant's Current Report
               on Form 8-K dated March 6, 1991, filed on March 6, 1991).
  4(a)(vi)  -  Fifth Supplemental Indenture, dated as of October 1, 1993
               (incorporated by reference to Registrant's Form S-3 
               Registration Statement No. 33-50401, filed on October 
               15, 1993).
  4(a)(vii) -  Sixth Supplemental Indenture, dated as of
                     , 1994 (1).                                        II-21  
  4(b)      -  Form of Security (1).  The form or forms of Security with  
               respect to each particular series of Securities registered 
               hereunderthat differs from the form of Security filed 
               herewith will be filed as an exhibit to a Current Report
               on Form 8-K and shall be deemed to be incorporated
               herein by reference.
  5         -  Opinion of Ivester, Skinner & Camp, as to the legality
               of the Securities to be issued(1).                     II-45
  23(a)     -  Consent of Arthur Andersen & Co., Independent Public 
               Accountants.
  23(b)     -  Consent of Counsel is contained in Opinion of Counsel 
               filed as Exhibit 5(1).                                 II-45 
  24(a)     -  Powers of Attorney.
  24(b)     -  Resolutions of Board of Directors.               
  25        -  Form T-1, Statement of Eligibility and Qualification 
               under Trust Indenture Act of 1939 of Society 
               National Bank (1).                                     II-46
                      
(1)         Filed herewith.


                                            17
                                          II-4<PAGE>

                                                                     EXHIBIT 1
                                         ALLTEL CORPORATION
                                      (a Delaware corporation)

                                   Offering of up to $250,000,000

                                           DEBT SECURITIES


                               UNDERWRITING AGREEMENT BASIC PROVISIONS


        ALLTEL Corporation (the "Company") proposes to issue and sell up to 
$250,000,000 aggregate principal amount of its debt securities under an 
Indenture dated as of January 1, 1987 by and between the Company and 
Society National Bank, as Trustee, as supplemented by a First Supplemental 
Indenture dated as of March 1, 1987, a Second Supplemental Indenture dated 
as of April 1, 1989, a Third Supplemental Indenture dated as of May 8, 1990, 
a Fourth Supplemental Indenture by and between the Trustee and the Company 
dated as of March 1, 1991, a Fifth Supplemental Indenture, dated October 
15, 1993 and a Sixth Supplemental Indenture, dated April 1, 1994 (collectively,
the "Indenture").

        This is to confirm the arrangements with respect to the purchase of 
debt securities from the Company by the Representatives and the several 
Underwriters listed in the applicable terms agreement entered into between 
the Representatives and the Company of which these Basic Provisions are 
Annex A thereto (the "Terms Agreement").  The Terms Agreement, together 
with the provisions hereof incorporated therein by reference, is herein 
referred to as the "Agreement" and the debt securities subject to the Terms 
Agreement are herein referred to as the "Securities."  Terms defined in the 
Terms Agreement are used herein as therein defined.  If the Securities are 
to be purchased by an underwriting syndicate, the term "Representatives" as 
used herein shall mean the representatives of the members of the underwriting
syndicate, and the term "Underwriters" shall mean all the members of the 
underwriting syndicate, including the Representatives.  If the Securities 
are being purchased by one or more underwriters and not by an underwriting 
syndicate, the terms "Representatives" and "Underwriters" shall mean such 
underwriters.  The terms "Underwriters" and "Representatives" shall be 
interpreted in the singular or plural, as appropriate in the context of 
the Terms Agreement.

        The Company has filed with  the Securities  and  Exchange Commission 
(the "Commission") a registration statement on Form S-3 in respect of the 
Securities and the offering thereof from time to time in accordance with 
Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"),
and has filed such amendments thereto as may have been required to the date 
of the Terms Agreement.  Such registration statement, as so amended, and the 
prospectus constituting a part thereof (including, in each case, all 
documents incorporated therein by reference) as they are from time to time 
amended or supplemented by the filing of documents pursuant to the Securities
Act (including the Prospectus Supplement, as defined below) or the Securities
Exchange Act of 1934, as amended (the "1934 Act")), are hereinafter called 
the "Registration Statement" and the "Prospectus," respectively.

                                                 18
                                                II-5<PAGE>
        Section 1.  Representations and Warranties of the Company.  The Company
represents and warrants to the Representatives and each other Underwriter 
named in the Terms Agreement as of the date thereof (the "Representation Date") 
that:

                (a) At the time the Registration Statement became effective and 
as of the Representation Date, the Registration Statement and the Prospectus 
complied with the provisions of the Securities Act, the Trust Indenture Act 
of 1939 (the "1939 Act") and the rules and regulations of the Commission 
thereunder (the "Regulations"), and the Indenture was qualified under the 
1939 Act.  At the time the Registration Statement became effective and as 
of the Representation Date, the Registration Statement did not, and will 
not during the period specified in Section 3(b), contain any untrue statement 
of a material fact or omit to state a material fact required to be stated 
therein or necessary to make the statements therein not misleading.  The 
Prospectus, at the time the Registration Statement became effective and as 
of the Representation Date, did not, and will not during the period specified 
in Section 3(b), contain any untrue statement of a material fact or omit to 
state a material fact necessary in order to make the statements therein, in 
the light of the circumstances under which they were made, not misleading; 
provided, however, that none of the representations and warranties in this 
subsection shall apply to statements in or omissions from the Registration 
Statement or the Prospectus made in reliance upon and in conformity with 
information furnished to the Company in writing by an Underwriter expressly 
for use in the Registration Statement or the Prospectus.

                (b) The documents incorporated by reference in the Prospectus, 
at the time they were or hereafter are filed with the Commission, complied 
and will comply at all times during the period specified in Section 3(b) in 
all material respects with the requirements of the 1934 Act and the rules and 
regulations of the Commission thereunder (the "1934 Act Regulations") and, 
when read together with the other information in the Prospectus, at the time 
the Registration Statement became effective and as of the Representation Date,
did not, and will not during the period specified in Section 3(b), include an 
untrue statement of a material fact or omit to state a material fact required 
to be stated therein or necessary to make the statements therein not 
misleading.

             (c) The accountants who certified or who will certify the financial
statements included in the Registration Statement are, or will be, with 
respect to the Company and its subsidiaries, independent public accountants 
as required by the Securities Act and the Regulations.

             (d) The financial statements included in the Registration Statement
and Prospectus present fairly the financial position of the Company and its 
consolidated subsidiaries as of the dates indicated and the results of their 
operations for the periods specified and have been prepared in conformity 
with generally accepted accounting principles applied on a basis which is 
consistent in all material respects during the periods involved, and the 
supporting schedules included in the Registration Statement present fairly 
the information required to be stated therein.

                (e) Neither the Company nor any subsidiary has a contingent 
liability which is material to the Company and its subsidiaries considered 
as one enterprise and which is not disclosed in the Registration Statement 
and Prospectus.

                                                 19
                                                II-6<PAGE>
                (f) Since the respective dates as of which information is given 
in the Registration Statement and the Prospectus except as may otherwise be 
stated therein: (i) there has not been any material adverse change, nor does 
the Company have reason to believe that any material adverse change will occur,
in the condition, financial or otherwise, of the Company and its subsidiaries 
considered as one enterprise, or in the business, properties, operations, 
income or business prospects of the Company and its subsidiaries considered 
as one enterprise, whether or not arising in the ordinary course of business,
(ii) neither the Company nor any of its subsidiaries has entered into a 
transaction, other than transactions in the ordinary course of business, 
which is material in relation to the Company and its subsidiaries considered 
as one enterprise, (iii) there has not been any dividend or distribution of 
any kind declared, paid or made by the Company on its capital stock, other 
than normal cash dividends, (iv) neither the Company nor any subsidiary has 
incurred any liabilities or obligations (direct or contingent) which are 
material to the Company and its subsidiaries considered as one enterprise, 
except in the ordinary course of business, (v) there has not been any change 
in the capital stock (other than by reason of the exercise of stock options 
outstanding at the latest date as of which information is given in the 
Registration Statement or the Prospectus, the conversion of preferred stock 
or debentures outstanding at the latest date as of which information is given
in the Registration Statement or the Prospectus, the issuance of shares 
pursuant to the Company's employee stock purchase plan or employee stock 
ownership plan), any material increase in the short-term indebtedness of 
the Company and its subsidiaries or any increase in the long-term 
indebtedness of the Company and its subsidiaries considered as one 
enterprise (other than indebtedness incurred periodically pursuant to 
the Company's $500,000,000 revolving credit agreement or pursuant to a 
loan program administered by the Rural Electrification Administration), 
(vi) no action, suit or proceeding, at law or in equity, is pending or, 
to the knowledge of the Company, threatened against or affecting the 
Company or any of its subsidiaries, and no proceedings are pending or, 
to the knowledge of the Company, threatened against or affecting the 
Company or any of its subsidiaries before or by any governmental 
commission, board or other administrative agency, wherein an 
unfavorable decision, ruling or finding would materially adversely 
affect the consummation of this Agreement or the business, properties, 
operations, financial condition, income or business prospects of the 
Company and its subsidiaries considered as one enterprise, (vii) 
neither the Company nor any of its subsidiaries has sustained a 
loss of, or damage to, its properties (whether or not insured) 
which would materially adversely affect the business, operations, 
financial condition, income or business prospects of the Company 
and its subsidiaries considered as one enterprise, and (viii) no 
labor disturbance by the employees of the Company or any of its 
subsidiaries has arisen or been threatened which might materially 
adversely affect the business, operations, financial condition, 
income or business prospects of the Company and its subsidiaries 
considered as one enterprise.

                (g) The Company has been duly organized and is validly 
existing as a corporation in good standing under the laws of the 
State of Delaware with full power and authority to own, lease and 
operate its properties, to conduct its business as described in the 
Registration Statement, to issue and sell the Securities and to enter 
into and perform this Agreement; each subsidiary of the Company has 
been duly incorporated and is validly existing as a corporation in 
good standing under the laws of the jurisdiction of its incorporation 
with full power to own, lease and operate its properties and conduct its

                                                 20
                                                II-7
<PAGE>
 business as described in the Registration Statement; the Company and each 
of its subsidiaries is duly qualified to transact business and is in good 
standing in each of the jurisdictions in which the conduct of its business 
or the ownership, leasing or operation of its properties or the existence 
of an office requires such qualification, except where the failure to so 
qualify would not have a material adverse effect on the Company and its 
subsidiaries considered as one enterprise; each subsidiary of the Company 
has municipal consents or franchises, free from unduly burdensome 
restrictions which, together with its corporate powers, are adequate 
to enable it to carry on its operations in the territory served by the 
subsidiary; and all of the issued and outstanding capital stock of each 
subsidiary of the Company has been duly authorized and validly issued and 
is fully paid and nonassessable, and the stock of such subsidiaries owned 
by the Company is free and clear of any mortgages, pledges, liens, 
encumbrances, claims or equities whatsoever (other than pledges of stock 
of subsidiaries securing acquisition indebtedness not in excess of $2,000,000).

                (h) This Agreement has been duly authorized, executed and 
delivered on behalf of the Company and is the valid and legally binding 
obligation of the Company enforceable in accordance with its terms, except as 
enforcement thereof may be limited by bankruptcy, insolvency or other laws 
relating to or affecting enforcement of creditors' rights and by general equity 
principles.

                (i)  The Securities have been duly authorized for issuance and 
sale pursuant to this Agreement (or will have been so authorized prior to their
issuance) and, when issued, authenticated and delivered pursuant to the 
provisions of this Agreement and of the Indenture against payment of the 
consideration therefor in accordance with this Agreement, the Securities 
will constitute valid and legally binding obligations of the Company 
enforceable in accordance with their terms, except as enforcement 
thereof may be limited by bankruptcy, insolvency or other laws relating 
to or affecting enforcement of creditors' rights and by general equity 
principles and will be entitled to the benefits provided by the Indenture.

                (j)  The Company is not in violation of its certificate of 
incorporation or bylaws, and neither the Company nor any of its 
subsidiaries is in default in the performance or observance of any 
material obligation, agreement, covenant or condition contained in 
any bond, debenture, note or other evidence of indebtedness or in 
any contract, indenture, mortgage, loan agreement, lease, joint 
venture agreement or other agreement or instrument to which the 
Company or any of its subsidiaries is a party or by which any of 
them or any of their properties may be bound, or in violation of 
any material statute, order, rule, regulation, writ, injunction or 
decree of any government, governmental instrumentality or court, 
domestic or foreign, and the compliance with the terms of this 
Agreement and the Indenture, the incurrence of the obligations 
herein and therein set forth and the consummation of the transactions 
herein and therein contemplated will not violate the certificate of 
incorporation or code of regulations or bylaws of the Company or any of 
its subsidiaries or conflict with or result in a breach of or default in 
the performance or observance of any obligation, agreement, covenant or 
condition contained in any bond, debenture, note or other evidence of 
indebtedness or any contract, indenture, mortgage, loan agreement, lease, 
joint venture agreement or other agreement or instrument to which the 
Company or any of its subsidiaries is a party or by which any 

                                                 21
                                                II-8
<PAGE>
        of them or any of their properties may be bound or violate any 
statute, order, rule, regulation, writ, injunction or decree of any 
government, governmental instrumentality or court, domestic or foreign.

                (k)  No approval of any court, governmental agency or public 
regulatory body is necessary in connection with the issue and sale of 
the Securities, except such as may be required under state or federal 
securities or "blue sky" laws and such as have already been received.

                (l)  There is no contract or document required to be described 
in the Registration Statement, or to be filed as an exhibit to the 
Registration Statement, which is not described or filed as required.

                (m)  The Company or a subsidiary has good title to all of the 
properties and assets reflected in the consolidated balance sheet of the 
Company included in the Registration Statement, except properties and 
assets sold or otherwise disposed of in the ordinary course of business 
after such date, subject to no mortgages, liens, charges or encumbrances 
of any nature whatsoever other than as disclosed in the Registration 
Statement (other than minor defects and encumbrances customarily found 
in the case of properties of like size and character which do not impair 
the use of such properties by the Company or its subsidiaries).

        Any certificate signed by any officer of the Company and delivered 
to the Underwriters or to counsel for the Underwriters shall be deemed 
a representation and warranty by the Company to each Underwriter as to 
the matters covered thereby.

        Section 2.  Purchase and Sale.  The obligation of the Underwriters 
to purchase, and the Company to sell, the Securities is evidenced by 
the Terms Agreement.  The Terms Agreement specifies the principal amount 
of the Securities, the names of the Underwriters participating in the 
offering (subject to substitution as provided in Section 11 hereof) and 
the principal amount of Securities which each severally has agreed to 
purchase, the purchase price to be paid by the Underwriters, the 
initial public offering price, if any, of the Securities and any 
terms of the Securities not already specified in the Indenture 
(including, but not limited to, designation, denominations, current 
ratings, interest rates and payment dates, maturity and redemption 
provisions and sinking fund requirements).

        Payment of the purchase price for the Securities to be purchased by 
the Underwriters shall be made, against delivery of the Securities 
through the facilities of the Depository Trust Company, at the offices 
of Stephens Inc., Little Rock, Arkansas, at 9:00 a.m., Little Rock time, 
on the fifth business day following the date of the Terms Agreement or at 
such other place, time and date as the Representatives and the Company may 
agree upon.  (The date designated for the payment of the purchase price 
and the delivery of the Securities is referred to herein as the "Closing Date").
Payment for the Securities shall be by federal wire transfer in same-day funds. 
The Securities shall be delivered to the Underwriters registered in such names
and in such authorized denominations as the Representatives shall specify in 
writing not later than 8:00 a.m., Little Rock time, on the second business day 
before the Closing Date.  For the purpose of expediting the checking of the 
Securities by the Representatives, the Company agrees to make

                                                 22
                                                II-9
<PAGE>
 the Securities available to the Representatives not later than 12:00 noon, 
Little Rock time, on the business day before the Closing Date at such 
location as you may reasonably request.

        Section 3.  Covenants of the Company.  The Company agrees that:

                (a) Immediately following the execution of the Terms Agreement,
the Company will prepare a supplement to the Prospectus (the "Prospectus 
Supplement") setting forth the principal amount of Securities covered 
thereby and their terms not otherwise specified in the Indenture, the 
names of the Underwriters participating in the offering and the principal 
amount of Securities which each severally has agreed to purchase, the 
names of the Underwriters, if any, acting as co-managers in connection 
with the offering, the price at which the Securities are to be purchased 
by the Underwriters from the Company, the initial public offering price, 
if any, the selling concession and reallowance, if any, and such other 
information as the Representatives and the Company deem appropriate in 
connection with the offering of the Securities.  The Company will promptly 
transmit copies of the Prospectus Supplement to the Commission for filing 
pursuant to Rule 424 of the Regulations and will furnish to the Underwriters 
named therein as many copies of the Prospectus and such Prospectus Supplement 
as the Representatives shall reasonably request.

                (b)     If at any time when the Prospectus is required by the 
Securities Act to be delivered in connection with sales of the Securities 
any event shall occur as a result of which it is necessary to further amend 
or supplement the Prospectus so that it does not contain an untrue statement 
of material fact, or does not omit to state a material fact necessary to 
make the statements therein, in the light of the circumstances existing 
at the time it is delivered to a purchaser, not misleading, or, if it 
shall be necessary at any such time to amend or supplement the Registration 
Statement or the Prospectus in order to comply with the requirements of the 
Securities Act or the Regulations, the Company will promptly notify each 
Underwriter and prepare and file with the Commission such amendment or 
supplement, whether by filing documents pursuant to the 1934 Act or 
otherwise, as may be necessary in order to make the Prospectus not 
misleading or cause the Registration Statement to comply with such 
requirements; provided that no such amendment or supplement will be 
filed with the Commission without the prior consent of the Representatives.

                (c) During the period specified in Section 3(b), the Company 
will notify each Underwriter immediately and confirm the notice in 
writing (i) when any amendment to the Registration Statement shall 
have become effective, (ii) of the transmission, mailing or other 
delivery to the Commission for filing of any supplement to the Prospectus 
or any document to be filed pursuant to the 1934 Act, (iii) of the receipt 
of any comments from the Commission with respect to the Registration 
Statement or the Prospectus, (iv) of any request, written or oral, by 
the Commission or any state securities regulatory authority for any 
amendment to the Registration Statement or any amendment or supplement 
to the Prospectus or for additional information and (v) of the issuance 
by the Commission or any state securities regulatory authority of any stop 
order suspending the effectiveness of the Registration Statement or of the 
initiation of any proceedings for that purpose.  The Company will make every 
reasonable effort to prevent the issuance by the Commission or any state 
securities regulatory authority of any stop order during the period specified 
in

                                                 23
                                                II-10<PAGE>
Section 3(b) and, if any such stop order shall at any time be issued,
to obtain the lifting thereof at the earliest possible moment.

                (d) The Company will deliver to each Underwriter and to counsel
for the Underwriters, as soon as available, one signed copy of the 
registration statement as originally filed and one signed copy of all 
amendments thereto filed during the period specified in Section 3(b) 
(in each case including all exhibits and other documents filed therewith 
or incorporated by reference therein).

                (e) During the period specified in Section 3(b), the Company 
will deliver to the Underwriters, in accordance with the Representatives' 
instructions, as many copies of the Prospectus as the Underwriters may 
reasonably request.

                (f) The Company, during the period specified in Section 3(b), 
will file promptly all documents required to be filed with the Commission 
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act; provided 
that such documents must be satisfactory to counsel for the Underwriters.

                (g) The Company will make generally available to its security 
holders as soon as practicable, but not later than 90 days after the close 
of the period covered thereby, an earnings statement (in form complying 
with the provisions of Section 11(a) of the Securities Act, which need not 
be certified by independent public accountants) covering a period of 12 
months commencing not later than the first day of the calendar quarter 
following the effective date of the Registration Statement.

                (h)  The Company will endeavor, in cooperation with the 
Underwriters, to qualify the Securities for offering and sale under the 
applicable securities laws of such jurisdictions as the Representatives may 
designate; provided, however, that the Company shall not be obligated to file 
any general consent to service of process or to qualify as a foreign corporation
or as a dealer in securities in any jurisdiction in which it is not so qualified
In each jurisdiction in which Securities have been qualified as above provided, 
the Company will make and file such statements and reports in each year as are 
or may be reasonably required by the laws thereof.

                (i)   Between the date of the Terms Agreement and the Closing 
Date, the Company will not, without the prior consent of the Representatives, 
offer or sell, or enter into any agreement to sell, any debt securities of 
the Company having an original maturity of one year or more.

        Section 4.  Payment of Expenses.  The Company will pay all expenses 
incident to the performance of its obligations under this Agreement, 
including expenses in connection with (i) the preparation, printing and 
filing of the Registration Statement and Prospectus and the printing of 
this Agreement, the Securities and the Indenture, (ii) the issuance and 
delivery of the Securities to the Underwriters, including transfer agents' 
and registrars' fees, (iii) the fees and disbursements of the Company's 
counsel and accountants, (iv) the qualification of the Securities under 
securities laws in accordance with the provisions of Section 3(h), 
including filing fees and the fees and disbursements of counsel for the 
Underwriters in connection therewith and in connection with the preparation 
of the Blue Sky Memorandum, (v) the printing and delivery to 


                                                 24
                                                II-11<PAGE>
the Underwriters, in quantities as hereinabove stated, of copies of the 
Registration Statement and any amendments thereto and of the Prospectus and 
any amendments or supplements thereto and (vi) the printing and delivery to 
the Underwriters of copies of the Blue Sky Memorandum to be prepared by 
counsel for the Underwriters.

        If this Agreement is cancelled by the Underwriters in accordance 
with the provisions of Section 5 or by the Company in accordance with the 
provisions of Section 6 or is terminated by the Underwriters in accordance 
with the provisions of Section 10(b)(i) or is terminated by the Company in 
accordance with the provisions of Section 10(a), the Company shall reimburse 
the Underwriters for all of their out-of-pocket expenses, including the 
reasonable fees and disbursements of counsel for the Underwriters.

        Section 5.  Conditions of Underwriters' Obligations.  The several 
obligations of the Underwriters hereunder to purchase and pay for Securities 
on the Closing Date are subject to the accuracy, as of the date of the 
Agreement and as of the Closing Date, of the representations and warranties 
of the Company, to the performance by the Company of its obligations hereunder, 
and to the following conditions:

                (a)   At the Closing Date (i) no stop order suspending the 
effectiveness of the Registration Statement shall have been issued under 
the Securities Act or proceedings therefor initiated or threatened by the 
Commission, (ii) the rating assigned by any nationally recognized securities 
rating agency to any debt securities or preferred stock of the Company as of 
the date of the Terms Agreement shall not have been lowered since the 
execution of such Terms Agreement and (iii) there shall not have come to 
the attention of the Representatives any facts that would cause the 
Representatives to believe that the Prospectus, together with the 
Prospectus Supplement, at the time it was required to be delivered to a 
purchaser of the Securities, contained an untrue statement of a material 
fact or omitted to state a material fact necessary in order to make the 
statements therein, in light of the circumstances existing at such time, 
not misleading.

                (b)   At the Closing Date, the Underwriters shall have received:

                   (1)     The favorable opinion of Ivester, Skinner & Camp, 
                   counsel for the Company, dated the Closing Date, in form 
                   and substance satisfactory to counsel for the Underwriters,
                   to the effect that:

                        (i)     the Company has been duly organized and is 
                        validly existing as a corporation in good standing 
                        under the laws of the State of Delaware, and has full 
                        corporate power and authority to conduct the business 
                        in which it is engaged, to own, lease and operate the 
                        properties used by it in such business, to issue and 
                        sell the Securities and 
                        to enter into and perform this Agreement;

                        (ii)    this Agreement has been duly authorized by, 
                        and duly executed and delivered on behalf of, the 
                        Company;

                        (iii)   the Indenture has been duly authorized by, 
                        and duly executed and delivered on behalf of, the 
                        Company, and constitutes the valid and 

                                                 25
                                                II-12<PAGE>
                        binding agreement of the Company, enforceable in 
                        accordance with its terms, except as enforcement 
                        thereof may be limited by bankruptcy, insolvency or 
                        other laws relating to or affecting enforcement of 
                        creditors' rights and by general equity principles;

                        (iv)    the Securities are in the form authorized in 
                        the Indenture; the Securities have been duly authorized
                        by all necessary corporate action and, when the 
                        Securities have been executed and authenticated as 
                        specified in the Indenture and delivered against 
                        payment pursuant to this Agreement, will be valid and 
                        binding obligations of the Company, enforceable in 
                        accordance with their terms, except as enforcement 
                        thereof may be limited by bankruptcy, insolvency or 
                        other laws relating to or affecting enforcement of 
                        creditors' rights and by general equity principles, 
                        and the holders of the Securities will be entitled 
                        to the benefits of the Indenture;

                        (v)     the Indenture and the Securities conform in 
                        all material respects to the descriptions thereof in 
                        the Prospectus and the applicable Prospectus Supplement;

                        (vi)    the Indenture is qualified under the 1939 Act;

                        (vii)   no approval, authorization, consent or order of,
                        or registration or filing with, any court, governmental
                        agency or other public board or body is legally required
                        for the issuance and sale of the Securities by the 
                        Company or the performance of this Agreement by the 
                        Company, except such as may be required under State or
                        federal securities or "blue sky" laws and such as have 
                        already been received;

                        (viii)  the Registration Statement is effective under 
                        the Securities Act, and, to the best of their knowledge,
                        no stop order suspending the effectiveness of the 
                        Registration Statement has been issued and no 
                        proceedings for a stop order are pending or threatened 
                        under Section 8(d) of the Securities Act;

                        (ix)    at the time the Registration Statement became 
                        effective and as of the date of the Terms Agreement, 
                        the Company satisfied the requirements under the
                        Securities Act for use of a Registration Statement on 
                        Form S-3, the Registration Statement (other than the 
                        financial statements included therein, as to which no 
                        opinion need be rendered) complied as to form in all 
                        material respects with the requirements of the 
                        Securities Act, the 1939 Act and the Regulations 
                        regarding registration statements on Form S-3 and 
                        related prospectuses, and nothing has come to their 
                        attention that would lead them to believe that the 
                        Registration Statement, at the time it became effective
                        (or if an amendment to the Registration Statement or 
                        an annual report on Form 10-K has been filed by the 
                        Company with the Commission subsequent to the 
                        effectiveness of the Registration Statement, at the 
                        time of the most recent filing), and as of the date 
                        of the Terms Agreement, contained an untrue statement 
                        of a material

                                                 26
                                                II-13<PAGE>
                        fact or omitted to state a material fact required to be
                        stated therein or necessary to make the statements 
                        therein not misleading, or that the Prospectus, at the 
                        date of the Terms Agreement and at the Closing Date, 
                        contains an untrue statement of a material fact or 
                        omits to state a material fact required to be stated 
                        therein or necessary to make the statements therein, 
                        in the light of the circumstances under which they were
                        made, not misleading;

                        (x)     to the best of their knowledge, there are no 
                        contracts, instruments or documents of a character 
                        required to be described in the Registration Statement 
                        or to be filed as exhibits thereto other than those 
                        described or filed;

                        (xi)    to the best of their knowledge, there are no 
                        legal or governmental proceedings pending or threatened
                        of a character which should be disclosed in the 
                        Registration Statement;

                        (xii)   the statements in the Prospectus under the 
                        caption "Description of Securities" have been prepared 
                        or reviewed by them, are correct and fairly present 
                        the information required to be set forth with respect 
                        to the Securities;

                        (xiii)  to the best of their knowledge, each of the 
                        Company's subsidiaries has municipal consents or 
                        franchises free from unduly burdensome restrictions 
                        which, together with its corporate or charter powers, 
                        are adequate to enable it to carry on its operations 
                        in the territory served by such subsidiary; and

                        (xiv)   neither the issuance and sale of the Securities
                        by the Company nor the execution, delivery and 
                        performance of this Agreement will conflict with or 
                        result in a breach of, or constitute a default under, 
                        any of the terms, conditions or provisions of any 
                        agreement or instrument known to such counsel to 
                        which the Company or any of its subsidiaries is a 
                        party or by which the Company or any of its 
                        subsidiaries or any of their properties is bound.

                (2)     The favorable opinion of Kutak Rock, counsel for the 
                Underwriters, dated the Closing Date, with respect to such 
                matters as requested by the Underwriters.  As to matters of 
                Delaware law, Kutak Rock may rely upon the opinion of Ivester, 
                Skinner & Camp.

                (3)     A certificate signed by any two of the Chairman and 
                Chief Executive Officer, the President, a Senior Vice 
                President or the Controller of the Company, dated the Closing 
                Date, to the effect that (i) they have carefully read the 
                Registration Statement; (ii) as of the date of the Terms 
                Agreement, the Registration Statement and the Prospectus did 
                not contain an untrue statement of a material fact and did 
                not omit to state a material fact required to be stated 
                therein or necessary to make the statements therein not 
                misleading; (iii) since the effective

                                                 27
                                                II-14<PAGE>
                date of the Registration Statement, no event has occurred 
                which should have been set forth in an amendment or supplement
                to the Prospectus but which has not been set forth; and (iv) 
                at the Closing Date, the representations and warranties set 
                forth in Section 1 of the Agreement are true and correct.

                (c)     The Underwriters shall have received from Arthur 
                Andersen & Co., a letter, dated as of the Closing Date in 
                form and substance satisfactory to the Underwriters, to the 
                effect that:

                        (i)     they are independent certified public 
                accountants with respect to the Company and its subsidiaries 
                within the meaning of the Securities Act and the Regulations 
                and are in compliance with the requirements for the 
                qualification of accountants under Rule 2.01 of Regulation 
                S-X of the Regulations;

                        (ii)    in their opinion, the audited financial 
                statements and supplemental schedules set forth in the 
                most recent annual report on Form 10-K filed by the Company 
                pursuant to Section 13 of the 1934 Act and covered by their 
                opinion in such annual report on Form 10-K included in the 
                Registration Statement and the Prospectus comply as to form 
                in all material respects with the applicable accounting 
                requirements of the 1934 Act and the 1934 Act Regulations; and

                        (iii)   they confirm, as of the date of such letter 
                (or, with respect to matters involving changes or developments 
                since the respective dates as of which specified financial 
                information is given or incorporated in the Prospectus, as of
                a date not more than five days prior to the date of such 
                letter), their conclusions and findings with respect to the 
                financial information and other matters covered by its letter 
                delivered to you and dated as of the date of this Agreement.

                (d)     At the Closing Date, counsel for the Underwriters shall
                have been furnished with such other documents, certificates and
                opinions as they may reasonably require for the purpose of 
                enabling them to pass upon the issuance and sale of the 
                Securities as herein contemplated and related proceedings, 
                or in order to evidence the accuracy or completeness of any 
                of the representations or warranties, or the fulfillment of 
                any of the conditions, herein contained; and all proceedings 
                taken by the Company in connection with the issuance and sale 
                of the Securities as herein contemplated shall be satisfactory 
                in form and substance to the Underwriters and counsel for the 
                Underwriters.

        If any of the conditions specified in this Section shall not have 
        been fulfilled when as required by this Agreement to be fulfilled, 
        this Agreement and all obligations of the Underwriters hereunder 
        may be cancelled by the Underwriters by notifying the Company of 
        such cancellation in writing or by telegram at any time at or prior 
        to the Closing Date, and any such cancellation shall be without 
        liability of any party to this Agreement to any other party to this 
        Agreement except as otherwise provided in this Agreement.

            Section 6.  Conditions of Company's Obligation.  The obligation of 
        the Company to issue and sell the Securities at the Closing Date is 
        subject to the condition that on the Closing Date no stop order 
        suspending the effectiveness of the Registration Statement shall 
        have been issued or proceedings therefor initiated or threatened.

                                                 28
                                                II-15<PAGE>
            Section 7.  Indemnification.  (a) The Company agrees to indemnify 
        and hold harmless each Underwriter and each person, if any, who 
        controls an Underwriter within the meaning of Section 15 of the 
        Securities Act, as follows:

                (i)     against any and all loss, liability, claim, damage and 
        expense whatsoever arising out of any untrue statement or alleged 
        untrue statement of a material fact included in the Registration 
        Statement (or any amendment thereto), or the omission or alleged 
        omission therefrom of a material fact required to be stated therein 
        or necessary to make the statements therein not misleading or arising 
        out of any untrue statement or alleged untrue statement of a material 
        fact included in any preliminary prospectus or the Prospectus (or any 
        amendment or supplement thereto) or the omission or alleged omission 
        therefrom of a material fact necessary in order to make the statements 
        therein, in light of the circumstances under which they were made, 
        not misleading, unless such untrue statement or omission or such 
        alleged untrue statement or omission was made in reliance upon and 
        in conformity with written information furnished to the Company by an 
        Underwriter expressly for use in the Registration Statement (or any 
        amendment thereto) or such preliminary prospectus or the Prospectus 
        (or any amendment or supplement thereto);

                (ii)    against any and all loss, liability, claim, damage and 
        expense whatsoever to the extent of the aggregate amount paid in 
        settlement of any litigation or investigation or proceeding by any 
        governmental agency or body, commenced or threatened, or of any 
        claim whatsoever based upon any such untrue statement or omission, 
        or any such alleged untrue statement or omission, if such settlement 
        is effected with the written consent of the Company; and

                (iii)   against any and all expense whatsoever (including 
        the fees and disbursements of counsel chosen by the Underwriters) 
        reasonably incurred in investigating, preparing or defending against 
        any litigation or investigation or proceeding by any governmental 
        agency or body, commenced or threatened, or any claim whatsoever 
        based upon any such untrue statement or omission, or any such 
        alleged untrue statement or omission, to the extent that any such 
        expense is not paid under (i) or (ii) above.

        (b)     Each Underwriter severally agrees that it will indemnify 
        and hold harmless the Company, its directors, and each of its 
        officers who signed the Registration Statement and each person, 
        if any, who controls the Company within the meaning of Section 15 
        of the Securities Act to the same extent as the indemnity contained 
        in subsection (a) of this Section, but only with respect to 
        statements or omissions made in the Registration Statement (or 
        any amendment thereto) or any preliminary prospectus or the 
        Prospectus (or any amendment or supplement thereto) in reliance 
        upon and in conformity with written information furnished to the 
        Company by such Underwriter expressly for use in the Registration 
        Statement (or any amendment thereto) or such preliminary prospectus 
        or the Prospectus (or any amendment or supplement thereto).

        (c)     Each indemnified party shall give prompt notice to each 
        indemnifying party of any action commenced against it in respect 
        of which indemnity may be sought hereunder, but failure to so 
        notify an indemnifying party shall not relieve it from any 
        liability which it may have otherwise than on account of this 
        indemnity agreement.  An indemnifying party may participate at 
        its own expense in the defense of such action.  In no event 
        shall the indemnifying parties be

                                                 29
                                                II-16
<PAGE>
        liable for the fees and expenses of more than one counsel for all 
        indemnified parties in connection with any one action or separate 
        but similar or related actions in the same jurisdiction arising 
        out of the same general allegations or circumstances.

        Section 8.  Contribution.  In order to provide for just and 
equitable contribution in circumstances in which the indemnity agreement 
provided for in Section 7 is for any reason held to be unenforceable by 
the indemnified parties although it is applicable in accordance with its 
terms, the Company and the Underwriters shall contribute to the aggregate 
losses, liabilities, claims, damages and expenses of the nature contemplated 
by said indemnity agreement incurred by the Company and one or more 
Underwriters in respect of such offering in such proportions that the 
Underwriters shall be responsible for that portion of the aggregate 
losses, liabilities, claims, damages and expenses represented by the 
percentage that the underwriting discount appearing on the cover page 
of the Prospectus Supplement relating to the Securities bears to the 
public offering price appearing thereon and the Company shall be responsible 
for the balance; provided, however, that no such person guilty of fraudulent 
misrepresentation (within the meaning of Section 11(f) of the Securities Act) 
shall be entitled to contribution from any person who was not guilty of such 
fraudulent misrepresentation.  For purposes of this Section, each person, 
if any, who controls an Underwriter within the meaning of Section 15 of 
the Securities Act shall have the same rights to contribution as such 
Underwriter and each director of the Company, each officer of the Company 
who signed the Registration Statement, and each person, if any, who controls 
the Company within the meaning of Section 15 of the Securities Act shall 
have the same rights to contribution as the Company.

        Section 9.  Representations, Warranties and Agreements To Survive 
Delivery.  All representations, warranties and agreements contained in this 
Agreement or contained in certificates of officers of the Company submitted 
pursuant hereto shall remain operative and in full force and effect, 
regardless of any investigation made by or on behalf of an Underwriter or 
any controlling person of an Underwriter, or by or on behalf of the Company, 
and shall survive delivery of any of the Securities to the Underwriters.

        Section 10.  Termination of Agreement.  (a) The Representatives, by 
notice to the Company, or the Company, by notice to the Representatives, may 
terminate this Agreement without cause at any time prior to the time the 
Securities are released by the Underwriters for sale.

        (b)     The Underwriters shall also have the right to terminate 
this Agreement by notice to the Company at any time at or prior to the 
Closing Date (i) if there shall have been, since the respective dates as of 
which information is given in the Registration Statement and Prospectus, any 
material adverse change in the consolidated condition of the Company, financial
or otherwise, except as referred to in the Registration Statement and 
Prospectus, (ii) if there shall have occurred any outbreak of hostilities or 
other national or international calamity or crisis the effect of which on the 
financial markets of the United States shall be such as, in the Representatives'
judgment, makes it impracticable for the Underwriters to sell the Securities,
(iii) if trading in the Common Stock of the Company on the New York Stock 
Exchange shall have been suspended or if trading generally on the New York or 
American Stock Exchange shall have been suspended, or minimum or maximum 
prices for trading shall have been fixed, or maximum ranges for prices of 
securities shall have been required on the New York or American Stock Exchange,
by such exchange or by order of the Commission or any other governmental 
authority having jurisdiction 

                                                 30
                                                II-17
<PAGE>
or (iv) if a banking moratorium shall have been declared by either federal or 
New York authorities.

        (c)     If this Agreement is terminated pursuant to this Section, such 
termination shall be without liability of any party to any other party except 
as otherwise provided in this Agreement.

        Section 11.  Default.  If any Underwriter shall fail at the Closing 
Date to purchase the Securities which it is obligated to purchase hereunder 
(the "Defaulted Securities"), the Representatives (or the Representative not 
in default if the default is by a Representative) shall have the right, but 
not the obligation, within 24 hours thereafter, to make arrangements for one 
or more of the Underwriters not in default to purchase all, but not less than 
all, of the Defaulted Securities upon the terms herein set forth; if, however,
the Representatives (or the Representatives not in default if the default is 
by a Representative) shall not have completed such arrangements within such 
24-hour period, then this Agreement shall terminate without liability on the
part of the Company or any Underwriter not in default, except as otherwise 
provided in Section 4.

        Nothing in this Section and no action taken pursuant to this Section 
shall relieve a defaulting Underwriter from liability in respect of any 
default of such Underwriter under this Agreement.

        In the event of a default by an Underwriter as set forth in this 
Section, either the Representatives or the Company shall have the right to 
postpone the Closing Date for a period of not exceeding five business days in 
order that any required changes in the Registration Statement or Prospectus 
or in any other documents or arrangements may be effected.

        Section 12.  Notices.  Except as otherwise specifically provided 
herein, all communications hereunder shall be in writing or by telegram and, 
if to the Underwriters, shall be mailed or delivered to the Representatives 
c/o Stephens Inc., 111 Center Street, Little Rock, Arkansas 72201, 
Attention: Mr. Michael Smith; if to the Company, shall be mailed or delivered 
to it at One Allied Drive, Little Rock, Arkansas 72202, Attention: 
Mr. Max E. Bobbitt.

        Section 13.  Parties.  This Agreement shall inure to the benefit 
of and be binding upon the Company and any Underwriter who becomes a party 
hereto and their respective successors.  Nothing expressed or mentioned in 
this Agreement is intended or shall be construed to give any person, firm or 
corporation, other than the parties hereto and their respective successors and 
the controlling persons and the directors and officers referred to in Sections 
8 and 9, any legal or equitable right, remedy or claim under or in respect of 
this Agreement or any provision herein contained.  This Agreement and all 
conditions and provisions hereof are intended to be for the sole and exclusive
benefit of the parties hereto and their respective successors and said 
controlling persons, directors and officers and for the benefit of no 
other person, firm or corporation.  No purchaser of Securities from an 
Underwriter shall be deemed to be a successor by reason merely of such purchase.

        Section 14.  Governing Law.  This Agreement shall be governed by the 
internal laws of the State of Arkansas.

                                                 31
                                                II-18<PAGE>
                                         ALLTEL CORPORATION
                                      (a Delaware corporation)

                                           DEBT SECURITIES

                                           TERMS AGREEMENT


                                   Dated: March   , 1994

ALLTEL Corporation
One Allied Drive
Little Rock, AR  72202

        We, the underwriters named below (the "Underwriters"), understand 
that ALLTEL Corporation, a Delaware corporation (the "Company"), proposes 
to issue and sell $250,000,000 aggregate principal amount of its unsecured 
debt securities due April 1, 2004 (the "Securities").  Subject to the terms 
and conditions set forth herein or incorporated by reference herein, and 
based upon the representations and warranties incorporated by reference 
herein, the Underwriters offer to purchase, severally and not jointly, 
the respective principal amounts of Securities set forth below opposite 
their respective names at the purchase price set forth below.

                                                         Principal Amount
        Underwriter                                         of Securities  

        Stephens Inc.                                       $125,000,000      
        Merrill Lynch & Co.                                  125,000,000

        Total .......................                       $250,000,000

        The Securities shall have the terms described in the Preliminary 
Prospectus Supplement with respect to the Securities dated March   , 1994 
and the following additional terms:

        Interest rate:                                          [    ]%

        Initial public
        offering price:                                      % ($            )

        Purchase Price:                                      % ($            )

        Redemption Price:                               100%

        All the provisions contained in the document attached as Annex A 
hereto entitled "ALLTEL Corporation - Underwriting Agreement Basic Provisions"
are hereby incorporated by reference in their entirety herein and shall be 
deemed to be a part of this Terms Agreement to the same extent as if such 
provisions had been set forth in full herein.  Terms defined in such document 
are used herein as therein defined.

                                                 32
                                                II-19<PAGE>
        Please accept this offer no later than 9:00 a.m. (Little Rock, Arkansas
time) on March   , 1994 by signing a copy of this Terms Agreement in the space 
set forth below and returning the signed copy to us.


                                Very truly yours,

                                STEPHENS INC.
                                MERRILL LYNCH & CO.
                                MERRILL LYNCH, PIERCE, FENNER & SMITH 
                                INCORPORATED


                                By Stephens Inc.


                               By                               
                              Title                                           

Accepted:

ALLTEL Corporation


By                                       
Title                                     


                                                 33
                                                II-20

EXHIBIT 4(a)(vii)








                                                                 



                          ALLTEL CORPORATION

                                  to

                        SOCIETY NATIONAL BANK,
                              AS TRUSTEE



                                                   

                     SIXTH SUPPLEMENTAL INDENTURE

                      Dated as of ________, 1994


                                               

                       Providing for Issuance of

                   $250,000,000 Principal Amount of

              _____% Debentures due                , 2004



                                                                 


                                  34
                                 II-21<PAGE>
           THIS SIXTH SUPPLEMENTAL INDENTURE (the "Sixth Supplemental
Indenture"), dated as of ________, 1994, made and entered into by and between
ALLTEL CORPORATION, a corporation duly organized and existing under the laws of
the State of Delaware, with its principal offices located at One Allied Drive,
Little Rock, Arkansas (hereinafter referred to as the "Company"), and SOCIETY
NATIONAL BANK, a national banking association, as successor by merger to
AMERITRUST COMPANY NATIONAL ASSOCIATION, as trustee (hereinafter referred to as
the "Trustee").

           WHEREAS, the Company has duly executed and delivered to the Trustee
an Indenture dated as of January 1, 1987 (hereinafter referred to as the
"Original Indenture"), as supplemented by a First Supplemental Indenture dated
as of March 1, 1987, a Second Supplemental Indenture dated as of April 1, 1989,
a Third Supplemental Indenture dated as of May 8, 1990, a Fourth Supplemental
Indenture dated as of March 1, 1991, and a Fifth Supplemental Indenture dated
as of October 1, 1993 (the Original Indenture and all supplemental indentures
thereto being hereinafter collectively, referred to as the "Indenture"),
providing for the periodic issuance of debt securities in series; and

           WHEREAS, Section 2.02(a) of the Original Indenture provides for the
issuance of any Series (as defined in the Original Indenture) of Securities (as
defined in the Original Indenture) pursuant to a Board Resolution (as defined
in the Original Indenture) or by the execution and delivery to the Trustee of
an indenture supplemental to the Indenture authorized and approved by the Board
of Directors of the Company; and

                                  35
                                 II-22<PAGE>
           WHEREAS, Section 2.01 of the Original Indenture provides that all
Series of Securities shall be equally and ratably entitled to the benefits of
the Indenture; and

           WHEREAS, the Company desires in and by this Sixth Supplemental
Indenture to provide for the creation and issuance of $250,000,000 principal
amount of _____% Debentures due              , 2004 (hereinafter referred to as
the "Debentures") in accordance with and under the terms and provisions of the
Indenture; and

           WHEREAS, the Board of Directors of the Company has duly authorized 
the execution and delivery of this Sixth Supplemental Indenture providing for 
the issuance of the Debentures as herein provided; and

           WHEREAS, all things necessary to make this Sixth Supplemental
Indenture a valid and binding agreement of the Company, in accordance with its
terms, have been done;

           NOW, THEREFORE, THIS SIXTH SUPPLEMENTAL INDENTURE WITNESSETH:

          That, for and in consideration of the premises and the purchase of the
Debentures by the Holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the Holders of the Debentures:

                                  36
                                 II-23<PAGE>
                              ARTICLE ONE
                        Issuance of Debentures

           Section 1.01.     The Debentures hereby authorized to be issued under
this Sixth Supplemental Indenture and the Indenture shall be designated "_____%
Debentures due                  , 2004."  No more than $250,000,000 of the
Debentures shall be issued and authenticated hereunder (except for Debentures
issued and authenticated pursuant to Sections 2.08, 2.09, 2.12, 3.06 or 9.05 of
the Original Indenture).  The Debentures shall be issuable in authorized
denominations of $1,000 and integral multiples thereof and registered as to
principal and interest.  The Debentures shall be dated the date of their
authentication and shall bear interest at the rate of     and           percent
(_____%) per annum, payable semi-annually, based on a 360-day year comprised of
twelve 30-day months.  The Company shall pay interest in such coin or currency
of the United States of America as is, as of the time of payment, legal tender
for the payment of public and private debts, and pay to the Holders of the
Debentures interest on said principal sum at the rate per annum specified in
the title of the Debentures, in like coin or currency, from the             or
            next preceding the date of authentication to which interest has been
paid (unless the date of authentication thereof is a           or            to
which interest has been paid, in which case from the date of authentication; or
unless the date of authentication thereof is on or prior to             , 1994,
in which case from         , 1994; or unless the date of authentication thereof
is between the close of business on          or         , as the case may be,
and the following _____ or _____, respectfully, in which case from such _____ or
_____; provided, however, that if the Company shall default in payment of the
interest due on such _____ or _____, then from the next preceding _____ or
_____, to which interest has been paid or, if no 

                                  37
                                 II-24<PAGE>
interest has been paid on the Debentures, from              , 1994) semi-
annually on _____ or _____ in each year, until payment of said principal sum has
been made.  The interest so payable on any _____ or _____ will, subject to
certain exceptions hereinafter referred to, be paid to the Holders of the
Debentures as of the close of business on the           or            , as the
case may be, next preceding such _____ or _____ whether or not such            
or              is a business day.  If and to the extent the Company shall
default in the payment of the interest on a _____ or _____, such defaulted
interest shall be paid to the Holders of the Debentures as of a subsequent
record date established by notice given by mail by or on behalf of the Company
to the Holders of the Debentures not less than 15 days preceding such subsequent
record date, such subsequent record date not to be less than five days preceding
the date of payment of such defaulted interest.  Payment of interest may be made
at the option of the Company by check mailed to the person entitled thereto.

           Transfers of Debentures will be registrable and principal will be
payable at the corporate trust office of the Trustee in Cleveland, Ohio, or at
such other location or locations as may be provided for pursuant to the
Indenture.  The Debentures will be issued in fully registered form without
coupons in denominations of $1,000 and integral multiples thereof.





                                  38
                                 II-25<PAGE>
           Section 1.02.     The fully registered Debentures and the Trustee's
Certificate of Authentication to be endorsed thereon are to be in substantially
the following form:


              Form of Fully Registered _____% Debentures 
              due _____ ,2004


                            [Form of Face of Security]


No.                 $   



ALLTEL Corporation
_____% Debenture due _____, 2004


           ALLTEL Corporation, a corporation duly organized and existing under
the laws of the State of Delaware (herein referred to as the "Company"), for
value received, hereby promises to pay to                                   , or
registered assigns, the principal sum of                    DOLLARS on _____,
2004, at the office or agency of the Company in the Borough of Manhattan, City
of New York, State of New York, or at such other location or locations as may be
provided for pursuant to the Indenture, in such coin or currency of the United
States of America which as of the time of payment is legal tender for the
payment of public and private debts, and to pay to the registered holder hereof,
as hereinafter provided, interest on said principal sum at the rate per annum
specified in the title of this Debenture, in like coin or currency, from the
_____ or _____ next preceding the date of authentication hereof to which
interest has been paid (unless the date of authentication is a _____ or _____
to which interest has been paid, in which case from the date of authentication;
or unless the date of authentication hereof is on or prior to _____, 1994 in
which case from              , 1994; or unless the date of authentication hereof
is between the close of business on _____ or _____, as the case may be, and the
following _____, or _____, respectively, in which case from such _____ or _____;
provided, however, that if the Company shall default in payment of the interest
due on such _____ or _____, then from the next preceding _____ or _____, to
which interest has been paid or, if no interest has been paid on the Debentures,
from             , 1994) semi-annually on _____ or _____ in each year, until
payment of said principal sum has been made.  The interest so payable on any
_____ or _____ will, subject to certain exceptions hereinafter referred to, be
paid to the person in whose name this Debenture is registered at the close of
business on the _____ or _____, as the case may be, next preceding such _____
or _____ whether or not such _____ or _____ is a business day.  If and to the
extent the Company shall default in the payment of the interest on a _____ or
 

                                  39
                                 II-26<PAGE>
_____, such defaulted interest shall be paid to the persons in whose names the
Debentures are registered on a subsequent record date established by notice
given by mail by or on behalf of the Company to the holders of Debentures not
less than 15 days preceding such subsequent record date, such subsequent record
date not to be less than five days preceding the date of payment of such
defaulted interest.  Payment of interest may be made at the option of the
Company by check mailed to the person entitled thereto.

           This Debenture is continued on the reverse hereof, and the additional
provisions there set forth shall for all purposes have the same effect as if set
forth at this place.

          This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been executed by the
Trustee referred to on the reverse hereof.

           IN WITNESS WHEREOF, ALLTEL Corporation has caused this instrument to
be duly executed under its corporate seal.

Dated:                       
                                              ALLTEL CORPORATION




                                              By:                               
                                                  President


[Corporate Seal]

Attest:




                               
Secretary




                                  40
                                 II-27<PAGE>
                 Form of Certificate of Authentication

           This is one of the Securities referred to in the within- mentioned
Indenture.

                                              SOCIETY NATIONAL BANK,
                                              as Trustee




                                              By:                               
                                                  Authorized Officer



                     [Form of Reverse of Security]


           This _____% Debenture due _____, 2004 is one of a duly authorized
issue of debentures (hereinafter called the "Debentures") of the series
hereinafter specified (all of the debentures, notes or other evidences of
indebtedness issued under the Indenture hereinafter mentioned herein called the
"Securities"), all issued or to be issued under and pursuant to an Indenture,
dated as of January 1, 1987, as supplemented by a First Supplemental Indenture
dated as of March 1, 1987, a Second Supplemental Indenture dated as of April 1,
1989, a Third Supplemental Indenture dated as of May 8, 1990, a Fourth
Supplemental Indenture dated as of March 1, 1991, a Fifth Supplemental Indenture
dated as of October 1, 1993, and a Sixth Supplemental Indenture dated as of
           , 1994 (said Indenture, as supplemented herein, referred to as the
"Indenture"), duly executed and delivered between the Company and Society
National Bank, as Trustee (herein referred to as the "Trustee"), to which
Indenture and all indentures supplemental thereto, reference is hereby made for
a description of the respective rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the holders of
the Securities.  The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may as
between different series and within a given series mature at different times,
may bear interest (if any) at different rates, may be subject to different
redemption provisions (if any), may be subject to different sinking, purchase
or analogous funds (if any), may be subject to different covenants and Events
of Default and may otherwise vary as in the Indenture provided.  This Debenture
is one of a series designated as the _____% Debentures due _____, 2004 of the
Company issued in the aggregate principal amount of $250,000,000.

           In the case an Event of Default, as defined in the Indenture, shall
have occurred and be continuing, the principal hereof may be declared, and upon
such declaration shall become, due and payable, in the manner, with the effect
and subject to the conditions provided in the Indenture.  The Indenture provides
that in certain events such declaration and its consequences may be rescinded
and annulled by the holders of a majority in aggregate principal amount of the

                                  41
                                 II-28<PAGE>
Debentures.  It is also provided in the Indenture that the holders of a majority
in aggregate principal amount of the Debentures at the time may waive, on behalf
of the holders of all of the Debentures, any existing default with respect to
the Debentures and its consequences, except a default in the payment of the
principal of or interest on any of the Securities.

           The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the majority in principal amount of the outstanding
Securities of each Series to be affected (with each Series voting as a class),
to enter into supplemental indentures adding any provisions to or changing or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying the rights of the holders of the Securities without the
consent of each Securityholder affected; provided, however, that without the
consent of the Securityholder affected, an amendment or waiver may not reduce
the amount of Securities whose holders must consent to an amendment or waiver,
or change the rate of or change the time for payment of interest on any
Security, or change the principal of or change the fixed maturity of any
Security, or reduce any premium payable upon the redemption of any Security, or
waive a default in the payment of principal of and premium, if any, and interest
on any Security, or make any Security payable in money other than that stated in
the Security, or impair the right to institute suit for the enforcement of any
payment on or with respect to any Security.

           Any such consent or waiver by the registered holder of this Debenture
(unless effectively revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon all future holders of this Debenture and
of any Debenture issued in exchange or substitution herefor, irrespective of
whether or not any notation of such consent or waiver is made upon this
Debenture or such other Debenture.

           No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Debenture at the place, at the respective
times, at the rate and in the coin or currency herein prescribed.

           The Debentures are issuable as fully registered Debentures without
coupons in the denominations of $1,000 and any integral multiple thereof.  At
the office or agency to be maintained by the Company in the Borough of
Manhattan, City of New York, State of New York, or at such other location or
locations as may be provided for pursuant to the Indenture, and in the manner
and subject to the limitations provided in the Indenture, Debentures may be
exchanged for a like aggregate principal amount of Debentures of other
authorized denominations, without payments of any charge other than a sum
sufficient to reimburse the Company for any tax or other governmental charge
incident thereto.





                                  42
                                 II-29<PAGE>
           The Debentures may not be redeemed prior to _____, 2004.  No Sinking
Fund is provided for the Debentures.

           The Company will not pay additional amounts in respect of taxes or
similar charges withheld or deducted on the Debentures held by a person who is
not a citizen, national or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or any estate or trust whose
income from sources without the United States is includable in gross income for
United States federal income tax purposes regardless of its connection with the
conduct of a trade or business within the United States.

           Upon surrender of this Debenture, the transfer of this Debenture is
registrable by the registered holder hereof in person or by his attorney duly
authorized in writing on the registry books of the Company in the Borough of
Manhattan, City of New York, State of New York, or any other location or
locations as may be provided for pursuant to the Indenture, subject to the terms
of the Indenture but without payment of any charge other than a sum sufficient
to reimburse the Company for any tax or other governmental charge incident
thereto.  Upon any such registration of transfer, a new Debenture or Debentures
of authorized denomination or denominations, for the same aggregate principal
amount, will be issued to the transferee in exchange herefor.

           Prior to due presentment for registration of transfer, the Company,
the Trustee, any paying agent and any Debenture registrar may deem and treat the
person in whose name this Debenture shall be registered upon the registry books
of the Company as the absolute owner of this Debenture (whether or not this
Debenture shall be overdue and notwithstanding any notation of ownership or
other writing hereon), for the purpose of receiving payment of or on account of
the principal or premium, if any, hereof, and interest due hereon and for all
other purposes, and neither the Company nor the Trustee nor any paying agent
nor any Debenture registrar shall be affected by any notice to the contrary.
All such payments shall be valid and effectual to satisfy and discharge the
liability on this Debenture to the extent of the sum or sums so paid.

          No recourse shall be had for the payment of the principal of, premium,
if any, or the interest on this Debenture, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

           All terms used in this Debenture which are defined in the Indenture
shall have the respective meanings ascribed to them therein.

           As provided in the Indenture, this Debenture shall for all purposes
be governed by and construed in accordance with the laws of the State of Ohio.

                                  43
                                 II-30<PAGE>

           The Debentures constitute senior indebtedness of the Company superior
in right of payment to the Company's subordinated indebtedness.

         Section 1.03.     Forthwith upon (i) the execution and delivery of this
Sixth Supplemental Indenture the Trustee, (ii) upon the execution and delivery
to it of $250,000,000 principal amount of the Debentures and (iii) upon delivery
to the Trustee of the items required by Sections 2.02 and 2.03 of the Original
Indenture including, without limitation, the written Company Order signed by
any two of the Chairman of the Board of Directors, any Vice Chairman of the
Board of Directors, the President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary, any Assistant Secretary, and the Controller
of the Company, and without any further authorization or action by the Company,
shall authenticate and deliver the Debentures.

                              ARTICLE TWO
                     Redemption of the Debentures

           Section 2.01.     Prior to _____, 2004 the Debentures shall not be
subject to redemption.
                             ARTICLE THREE
                         Intentionally Omitted


                                  44
                                 II-31<PAGE>
                             ARTICLE FOUR
                  No Sinking Fund for the Debentures

           Section 4.01.     No sinking fund is provided for the Debentures.

                             ARTICLE FIVE
                               Amendment

           Section 5.01.     Without the consent of each Holder of Debentures
affected, no amendment to or waiver of a right under, the Indenture or this
Sixth Supplemental Indenture shall change or alter the right of the Holders of
Debentures set forth in Section 9.02(a) of the Original Indenture.

                              ARTICLE SIX
                       Miscellaneous Provisions

        Section 6.01.     Except insofar as herein otherwise expressly provided,
all of the provisions, terms and conditions of the Indenture shall be deemed to
be incorporated in, and made a part of, this Sixth Supplemental Indenture; the
Indenture as supplemented by this Sixth Supplemental Indenture is in all
respects ratified and confirmed; and the Indenture and this Sixth Supplemental
Indenture shall be read, taken and construed as one and the same instrument.
Certain terms used herein are defined in the Indenture.
                                  45
                                 II-32<PAGE>
           Section 6.02.     Nothing in this Sixth Supplemental Indenture is
intended, or shall be construed, to give to any person or corporation, other
than the parties hereto and the Holders of the Debentures issued under and
secured by the Indenture and this Sixth Supplemental Indenture, any legal or
equitable right, remedy or claim under or in respect of this Sixth Supplemental
Indenture, or under any covenant, condition or provision herein contained, all
the covenants, conditions and provisions of this Sixth Supplemental Indenture
being intended to be, and being, for the sole and exclusive benefit of the
parties hereto and of the Holders of the Debentures issued and to be issued
under the Indenture and this Sixth Supplemental Indenture, and secured thereby.
All covenants, promises and agreements in this Sixth Supplemental Indenture
contained by or on behalf of the Company shall bind its successors and assigns,
whether so expressed or not.

         Section 6.03.     This Sixth Supplemental Indenture may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one instrument.

         Section 6.04.     This Sixth Supplemental Indenture, the Indenture and
the Debentures issued thereunder shall each be deemed to be a contract made
under the laws of the State of Ohio, and shall be construed for all purpose in
accordance with the laws of said State.

         Section 6.05.     If any provision of this Sixth Supplemental Indenture
limits, qualifies or conflicts with a provision which is required to be included
in this Sixth Supplemental Indenture by the Trust Indenture Act of 1939, the
required provision shall control.

                                  46
                                 II-33<PAGE>

         Section 6.06.     The Debentures constitute senior indebtedness of the
Company superior in right of payment to the Company's subordinated indebtedness.

           IN WITNESS WHEREOF, ALLTEL CORPORATION has caused this Sixth
Supplemental Indenture to be executed in its corporate name by its President and
its corporate seal to be hereunder affixed and to be attested by its Secretary,
and SOCIETY NATIONAL BANK has caused this Sixth Supplemental Indenture to be
executed in its name by a Vice President and its seal to be hereunto affixed and
to be attested by a Secretary, all as of the day and year first above written.

                                              ALLTEL CORPORATION




                                              By:                               
                                                  Name:  Max E. Bobbitt
                                                  Title: President


[Seal]

Attest:




By:                              
    Name:  Francis X. Frantz
    Title: Secretary
           

                                  47
                                 II-34<PAGE>
                                              SOCIETY NATIONAL BANK




                                              By:                               
                                                  Name:  C.M. Nagy
                                                  Title: Vice President


[Seal]

Attest:




By:                              
    Name:  Karen Joyce
    Title: Assistant Secretary



                                  48
                                 II-35<PAGE>

STATE OF ARKANSAS            )
                                      )  SS:
COUNTY OF PULASKI            )


           Personally appeared before me the undersigned, a Notary Public in and
for said County, Max E. Bobbitt, to me known and known to me to be the President
of ALLTEL CORPORATION, the Corporation that executed the foregoing instrument,
who acknowledged that he did sign and seal said instrument as such officer for
and on behalf of said corporation, and that the same is his free act and deed
as such officer, and the free corporate act and deed of said ALLTEL CORPORATION.

           IN WITNESS WHEREOF, I have hereunto set my hand and official seal
this       day of               , 1994.


                                                                               
                     
                                                       Notary Public
                                                       [Notarial Seal]



                                  49
                                 II-36<PAGE>

STATE OF ARKANSAS            )
                                      )  SS:
COUNTY OF PULASKI            )


           Personally appeared before me the undersigned, a Notary Public in and
for said County, Francis X. Frantz, to me known and known to me to be the
Secretary of ALLTEL CORPORATION, the corporation that executed the foregoing
instrument, who acknowledged that he did sign and seal said instrument as such
officer for and on behalf of said corporation, and that the same is his free
act and deed as such officer, and the free corporate act and deed of said ALLTEL
CORPORATION.

           IN WITNESS WHEREOF, I have hereunto set my hand and official seal
this       day of               , 1994.


                                                                               
                     
                                                       Notary Public
                                                       [Notarial Seal]




                                  50
                                 II-37<PAGE>

STATE OF ARKANSAS            )
                                      )  SS:
COUNTY OF PULASKI            )


           Personally appeared before me the undersigned, a Notary Public in and
for said County, C.M. Nagy, Vice President, and Karen Joyce, Assistant Secretary
to me known and known to me to be Vice President and Assistant Secretary,
respectfully, of SOCIETY NATIONAL BANK, a national banking association that
executed the foregoing instrument, who severally acknowledged that they did sign
and seal said instrument as such officers for and on behalf of said association,
and that the same is their free act and deed as such officers, and the free
corporate act and deed of said SOCIETY NATIONAL BANK.

           IN WITNESS WHEREOF, I have hereunto set my hand and official seal
this        day of             , 1994.


                                                                               
                     
                                                       Notary Public
                                                       [Notarial Seal]





                                  51
                                 II-38

EXHIBIT 4(b)
                         Form of Fully Registered _____% Debentures 
due _____ ,2004


                                 [Form of Face of Security]

No.                                                    $            


ALLTEL Corporation
_____% Debenture due _____, 2004


       ALLTEL Corporation, a corporation duly organized and existing under the
laws of the State of Delaware (herein referred to as the "Company"), for value
received, hereby promises to pay to                                   , or
registered assigns, the principal sum of                    DOLLARS on _____,
2004, at the office or agency of the Company in the Borough of Manhattan, City
of New York, State of New York, or at such other location or locations as may be
provided for pursuant to the Indenture, in such coin or currency of the United
States of America which as of the time of payment is legal tender for the
payment of public and private debts, and to pay to the registered holder hereof,
as hereinafter provided, interest on said principal sum at the rate per annum
specified in the title of this Debenture, in like coin or currency, from the
_____ or _____ next preceding the date of authentication hereof to which
interest has been paid (unless the date of authentication is a _____ or _____
to which interest has been paid, in which case from the date of authentication;
or unless the date of authentication hereof is on or prior to _____, 1994 in
which case from              , 1994; or unless the date of authentication hereof
is between the close of business on _____ or _____, as the case may be, and the
following _____, or _____, respectively, in which case from such _____ or _____;
provided, however, that if the Company shall default in payment of the interest
due on such _____ or _____, then from the next preceding _____ or _____, to
which interest has been paid or, if no interest has been paid on the Debentures,
from             , 1994) semi-annually on _____ or _____ in each year, until
payment of said principal sum has been made.  The interest so payable on any
_____ or _____ will, subject to certain exceptions hereinafter referred to, be
paid to the person in whose name this Debenture is registered at the close of
business on the _____ or _____, as the case may be, next preceding such _____
or _____ whether or not such _____ or _____ is a business day.  If and to the
extent the Company shall default in the payment of the interest on a _____ or
_____, such defaulted interest shall be paid to the persons in whose names the
Debentures are registered on a subsequent record date established by notice
given by mail by or on behalf of the Company to the holders of Debentures not
less than 15 days preceding such subsequent record date, such subsequent record
date not to be less than 
                                             52
                                            II-39<PAGE>
five days preceding the date of payment of such defaulted interest.  Payment of
interest may be made at the option of the Company by check mailed to the person
entitled thereto.

       This Debenture is continued on the reverse hereof, and the additional
provisions there set forth shall for all purposes have the same effect as if
set forth at this place.

       This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been executed by the
Trustee referred to on the reverse hereof.

       IN WITNESS WHEREOF, ALLTEL Corporation has caused this instrument to be
duly executed under its corporate seal.

Dated:                       
                                     ALLTEL CORPORATION




                                     By:                               
                                         President


[Corporate Seal]

Attest:




                               
Secretary











                                             53
                                            II-40<PAGE>
                            Form of Certificate of Authentication

       This is one of the Securities referred to in the within- mentioned
Indenture.

                                     SOCIETY NATIONAL BANK,
                                     as Trustee



                                     By:                               
                                         Authorized Officer



                                [Form of Reverse of Security]


       This _____% Debenture due _____, 2004 is one of a duly authorized issue
of debentures (hereinafter called the "Debentures") of the series hereinafter
specified (all of the debentures, notes or other evidences of indebtedness
issued under the Indenture hereinafter mentioned herein called the
"Securities"), all issued or to be issued under and pursuant to an Indenture,
dated as of January 1, 1987, as supplemented by a First Supplemental Indenture
dated as of March 1, 1987, a Second Supplemental Indenture dated as of April 1,
1989, a Third Supplemental Indenture dated as of May 8, 1990, a Fourth
Supplemental Indenture dated as of March 1, 1991, a Fifth Supplemental
Indenture dated as of October 1, 1993, and a Sixth Supplemental Indenture dated
as of            , 1994 (said Indenture, as supplemented herein, referred to as
the "Indenture"), duly executed and delivered between the Company and Society
National Bank, as Trustee (herein referred to as the "Trustee"), to which
Indenture and all indentures supplemental thereto, reference is hereby made for
a description of the respective rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the holders of
the Securities.  The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may as
between different series and within a given series mature at different times,
may bear interest (if any) at different rates, may be subject to different
redemption provisions (if any), may be subject to different sinking, purchase
or analogous funds (if any), may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided.  This Debenture is
one of a series designated as the _____% Debentures due _____, 2004 of the
Company issued in the aggregate principal amount of $250,000,000.

       In the case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions
                                             54
                                            II-41<PAGE>
provided in the Indenture.  The Indenture provides that in certain events such
declaration and its consequences may be rescinded and annulled by the holders of
a majority in aggregate principal amount of the Debentures.  It is also provided
in the Indenture that the holders of a majority in aggregate principal amount of
the Debentures at the time may waive, on behalf of the holders of all of the
Debentures, any existing default with respect to the Debentures and its
consequences, except a default in the payment of the principal of or interest
on any of the Securities.

       The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the majority in principal amount of the outstanding
Securities of each Series to be affected (with each Series voting as a class),
to enter into supplemental indentures adding any provisions to or changing or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying the rights of the holders of the Securities without the
consent of each Securityholder affected; provided, however, that without the
consent of the Securityholder affected, an amendment or waiver may not reduce
the amount of Securities whose holders must consent to an amendment or waiver,
or change the rate of or change the time for payment of interest on any
Security, or change the principal of or change the fixed maturity of any
Security, or reduce any premium payable upon the redemption of any Security, or
waive a default in the payment of principal of and premium, if any, and interest
on any Security, or make any Security payable in money other than that stated in
the Security, or impair the right to institute suit for the enforcement of any
payment on or with respect to any Security.

       Any such consent or waiver by the registered holder of this Debenture
(unless effectively revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon all future holders of this Debenture and
of any Debenture issued in exchange or substitution herefor, irrespective of
whether or not any notation of such consent or waiver is made upon this
Debenture or such other Debenture.

       No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Debenture at the place, at the respective times, at the rate
and in the coin or currency herein prescribed.

       The Debentures are issuable as fully registered Debentures without
coupons in the denominations of $1,000 and any integral multiple thereof.  At
the office or agency to be maintained by the Company in the Borough of
Manhattan, City of New York, State of New York, or at such other location or
locations as may be provided for pursuant to the Indenture, and in the manner
and subject to the limitations provided in the Indenture, Debentures may be
exchanged for a like aggregate principal amount of Debentures of other
authorized denominations, without payments of any charge other than a sum
sufficient to reimburse the Company for any tax or other governmental charge
incident thereto.
                                             55
                                            II-42<PAGE>
       The Debentures may not be redeemed prior to _____, 2004.  No Sinking Fund
is provided for the Debentures.

       The Company will not pay additional amounts in respect of taxes or
similar charges withheld or deducted on the Debentures held by a person who is
not a citizen, national or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or any estate or trust whose
income from sources without the United States is includable in gross income for
United States federal income tax purposes regardless of its connection with the
conduct of a trade or business within the United States.

       Upon surrender of this Debenture, the transfer of this Debenture is
registrable by the registered holder hereof in person or by his attorney duly
authorized in writing on the registry books of the Company in the Borough of
Manhattan, City of New York, State of New York, or any other location or
locations as may be provided for pursuant to the Indenture, subject to the terms
of the Indenture but without payment of any charge other than a sum sufficient
to reimburse the Company for any tax or other governmental charge incident
thereto.  Upon any such registration of transfer, a new Debenture or Debentures
of authorized denomination or denominations, for the same aggregate principal
amount, will be issued to the transferee in exchange herefor.

       Prior to due presentment for registration of transfer, the Company, the
Trustee, any paying agent and any Debenture registrar may deem and treat the
person in whose name this Debenture shall be registered upon the registry books
of the Company as the absolute owner of this Debenture (whether or not this
Debenture shall be overdue and notwithstanding any notation of ownership or
other writing hereon), for the purpose of receiving payment of or on account of
the principal or premium, if any, hereof, and interest due hereon and for all
other purposes, and neither the Company nor the Trustee nor any paying agent
nor any Debenture registrar shall be affected by any notice to the contrary.
All such payments shall be valid and effectual to satisfy and discharge the
liability on this Debenture to the extent of the sum or sums so paid.

       No recourse shall be had for the payment of the principal of, premium, if
any, or the interest on this Debenture, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

       All terms used in this Debenture which are defined in the Indenture shall
have the respective meanings ascribed to them therein.
                                             56
                                            II-43<PAGE>
       As provided in the Indenture, this Debenture shall for all purposes be
governed by and construed in accordance with the laws of the State of Ohio.

       The Debentures constitute senior indebtedness of the Company superior in
right of payment to the Company's subordinated indebtedness.




































                                             57
                                            II-44


                                                  EXHIBIT 5







                         March 25, 1994



ALLTEL Corporation
One Allied Drive
Little Rock, Arkansas 72202

     Re:  ALLTEL Corporation
          Registration Statement Form S-3
          $250,000,000 Debt Securities

Dear Sirs:

     We have acted as counsel to ALLTEL Corporation, a Delaware Corporation
(hereinafter called the "Company"), in connection with the preparation and
filing of a Registration Statement on Form S-3 under the Securities Act of 1933,
as amended (the "Registration Statement"), including the Prospectus which
constitutes a part thereof, relating to the issuance and sale of $250,000,000
principal amount of the Company's Debt Securities (the "Debt Securities").

     We are of the opinion that the Debt Securities, when issued and sold in the
manner contemplated by the Registration Statement, will be legally issued, fully
paid, non-assessable, and binding obligations of the Company.

     We hereby consent to all references to our firm in the Registration
Statement and to the filing by the Company of a copy of this opinion as Exhibit
5 of the Registration Statement.

     
                              Very truly yours,


                              IVESTER, SKINNER & CAMP, P.A.


                               58
                              II-45



                                                                  EXHIBIT 25


                                 SECURITIES AND EXCHANGE COMMISSION
                                          WASHINGTON, D.C.
                                                20549

                                          FORM T-1                        
              

                                      STATEMENT OF ELIGIBILITY
                              UNDER THE TRUST INDENTURE ACT OF 1939 OF
                             A CORPORATION DESIGNATED TO ACT AS TRUSTEE
             Check if an application to determine eligibility of a Trustee 
                             Pursuant to Section 305(b)(2)           


                                        SOCIETY NATIONAL BANK
                         (Exact name of Trustee as specified in its charter)
                                                  
National Banking Association                           34-0797057         
(Jurisdiction of Incorporation            (I.R.S. Employer Identification No.)
 or Organization if not a U.S. 
 national bank)


127 Public Square, Cleveland, Ohio              44114            
(Address of principal executive                        (Zip Code)
 offices)

        Clive M. Nagy, 127 Public Square, Cleveland, OH  44114, 216/689-7549
              Name, address and telephone number of agent for service)
   
                              ALLTEL CORPORATION                         
               (Exact name of obligor as specified in its charter)


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


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

                                 Debt Securities in Series         
                     (Title of the Indenture Securities)
                                                 59
                                                II-46
<PAGE>
Item 1.         General Information

                Furnish the following information as to the trustee -

                (a) Name and address of each examining or supervising 
                authority to which it is subject.

                    Comptroller of the Currency, Washington, D.C.
                    Federal Deposit Insurance Corporation, Washington, D.C.

                (b) Whether it is authorized to exercise corporate trust powers.

                    Yes

Item 2.         Affiliations with the Obligor

                If the obligor is an affiliate of the trustee, describe each 
                such affiliation.

                The obligor is not an affiliate of the trustee.



No responses are included for Items 3-15 of this Form T-1 because the Obligor 
is not in default as provided under Item 13.

Item 16.        List of Exhibits

                List below all exhibits filed as a part of this statement of 
                eligibility.

        1.      Exhibit T1A(a)          A copy of the Amended Articles of 
                                        Association of Society National Bank 
                                        as now in effect.

        2.      Exhibit T1A(b)          Certificate of Authority of Trustee to
                                        Commence Business.

        3.      Exhibit T1A(c)          Authorization of the Trustee to exercise
                                        Corporate Trust Powers.

        4.      Exhibit T1B             A copy of By-Laws of Society National 
                                        Bank as now in effect.

        5.      Exhibit T1C             A copy of each Indenture referred to 
                                        in Item 4.  Not applicable.

        6.      Exhibit T1D             The Trustee's consent required by 
                                        Section 321(b) of the Trust Indenture 
                                        Act of 1939.

        7.      Exhibit T1E             A copy of the latest report of 
                                        condition of the Trustee published 
                                        pursuant to law or the requirements 
                                        of its supervising or examining 
                                        authority.
        8.      Exhibit T1F             A copy of any order pursuant to which 
                                        the foreign trustee is authorized to 
                                        act as sole trustee under indentures 
                                        qualified or to be qualified under the 
                                        Act.  Not Applicable. 

        9.      Exhibit T1G             Foreign trustees are required to 
                                        furnish a consent to service of 
                                        process (on Form F-X).  Not Applicable.

                                                 60
                                                II-47<PAGE>

                                              SIGNATURE


        Pursuant to the requirements of the Trust Indenture Act of 1939 the 
Trustee, Society National Bank, a national banking association organized and 
existing under the laws of the United States of America, has duly caused this 
statement of eligibility to be signed on its behalf by the undersigned, 
thereunto duly authorized, all in the City of Cleveland, and State of Ohio on 
the 23rd day of March, 1994.


                                        SOCIETY NATIONAL BANK




                                        By:   /s/ C.M. Nagy            
                                              C.M. Nagy
                                        Its:  Vice President






[Corporate Seal]

ATTEST:



By:     /s/ D. Kovach           
        D. Kovach
Its:    Assistant Secretary











                                                 61
                                                II-48<PAGE>
               
                                                              EXHIBIT T1A(a)
                            EXHIBIT A

                       SOCIETY NATIONAL BANK

                              AMENDED
                    ARTICLES OF ASSOCIATION


        First.  The title of this Association shall be Society National Bank.

        Second.  The main office of this Association shall be in Cleveland, 
Ohio, County of Cuyahoga.  The general business of this Association shall be 
conducted at its main office and its branches.

        Third.  The Board of Directors of this Association shall consist of 
not less than five nor more than twenty-five members, the exact number of 
Directors within such minimum and maximum limits to be fixed and determined 
from time to time by resolution of a majority of the full Board of Directors 
or by resolution of the shareholders at any annual or special meeting thereof.  
In accordance with 12 U.S.C. Section 72, each director, during the 
full term of his or her  directory ship, shall own in his
or her own right either shares of capital 
stock of the Association the aggregate par value of which is not less 
than $1,000 or an equivalent interest, as determined by the Comptroller 
of the Currency, in any company which has control over the Association 
within the meaning of 12 U.S.C. Section 1841.  Unless otherwise provided 
by the laws of the United States, any vacancy in the Board of Directors 
for any reason, including an increase in the number thereof, may be filled 
by action of the Board of Directors.

        Fourth.  The annual meeting of the shareholders for the election of 
Directors and the transaction of whatever other business may be brought before 
said meeting shall be held at the main office or such other place as the 
Board of Directors may designate, on the day of each year specified therefor in 
the Bylaws, but if no election is held on that day, it may be held on any
subsequent day according to the provisions of law, and all elections
shall be held according to such lawful regulations as may be prescribed by the 
Board of Directors.

        Fifth.  The amount of authorized capital stock of this Association 
shall be One Hundred Ninety-two Million Four Hundred Sixty-two Thousand Five 
Hundred Dollars ($192,462,500) divided into 1,924,625 shares of common stock 
of the par value of One Hundred Dollars ($100) per share but said capital 
stock may be increased or decreased from time to time, in accordance with 
the provisions of the laws of the United States.

        No holder of shares of capital stock of any class of this Association 
shall have any pre-emptive or preferential right of subscription to any shares
of any class of stock of this Association, whether now or hereafter authorized,
or to any obligations convertible into stock of this Association, issued or
sold, nor any right of subscription to any thereof other than such, if any, as
the Board of Directors, in its discretion, may from time to time determine and
at such price as the Board of Directors may from time to time fix.

        This Association, at any time and from time to time, may authorize and
issue debt obligations, whether or not Subordinated, without the approval of
shareholders.

                                                 62
                                                II-49
<PAGE>
        Sixth.  The Board of Directors shall appoint one of its members
President of this Association, who shall be Chairman of the Board, unless the
Board appoints another Director to be the Chairman.  The Board of Directors
shall have the power to appoint one or more Vice Presidents and to appoint a
Cashier and such other officers and employees as may be required to transact
the business of this Association.

        The Board of Directors shall have the power to define the duties of the
officers and employees of this Association; to fix the salaries to be paid to
them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the manner in which any increase of the capital of this
Association shall be made; to manage and administer the business and affairs of
this Association; to make all Bylaws that it may be lawful for them to make; and
generally to do and perform all acts that it may be legal for a Board of
Directors to do and perform.  

        Seventh.  The Board of Directors shall have the power to change the
location of the main office to any other place within the limits of Cleveland,
Ohio, without the approval of the shareholders but subject to the approval of
the Comptroller of the Currency, and shall have the power to establish or
change the location of any branch or branches of the Association to any other
location, without the approval of the shareholders but subject to the approval
of the Comptroller of the Currency.

        Eighth.  The corporate existence of this Association shall continue
until terminated in accordance with the laws of the United States.

        Ninth.  The Board of Directors of this Association, or any shareholders
owning, in the aggregate, not less than 10 percent (10%) of the stock of this
Association, may call a special meeting of shareholders at any time.  Unless
otherwise provided by the laws of the United States, a notice of time, place,
and purpose of every annual and special meeting of the shareholders shall be
given by first-class mail, postage prepaid, mailed at least ten days prior to
the date of such meeting to each shareholder of record at his address as shown
upon the books of this Association, except as to any shareholder who has
specifically waived notice of such meeting.
        
        Tenth.  (a) This Association shall indemnify, to the full extent
permitted or authorized by the Ohio General Corporation Law as it may from time
to time be amended, any person made or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that he is or
was a director, officer, or employee of this Association, or is or was serving
at the request of this Association as a director, trustee, officer, or employee
of another association, corporation, partnership, joint venture, trust, or other
enterprise; in the case of a person serving at the request of this Association,
such request shall be evidenced by a resolution of the Board of Directors or a
duly-authorized committee thereof or by a writing executed by an officer of this
Association pursuant to a resolution of the Board of Directors or a duly-
uthorized committee thereof.  In the case of a merger into this Association of
a constituent association which, if its separate existence had continued, would
have been required to indemnify directors, officers, or employees in specified
situations prior to the merger, any person who served as a director, officer, or
employee of the constituent association, or served at the request of the
constituent association as a director, trustee, officer, or employee of another
association, corporation, partnership, joint venture, trust, or other
enterprise, shall be entitled to indemnification by this Association (as the
surviving association) for acts, omissions, or other events or occurrences prior
to the merger to the same extent he would have been entitled to indemnification
by the constituent association if its separate existence had continued.  The
indemnification provided by this
                                                 63
                                                II-50
<PAGE>
TENTH shall not be deemed exclusive of any other rights to which any person 
seeking indemnification may be entitled by law or under these Articles or the
Bylaws, or any agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, trustee, officer, or employee and shall inure
to the benefit of the heirs, executors, and administrators of such a person.

        (b) Notwithstanding division (a) of this TENTH, no director, officer,
or employee of this Association shall be indemnified against expenses, including
attorney's fees, penalties or other payments incurred in an administrative
proceeding or action instituted by the Comptroller of the Currency or other
appropriate bank regulatory agency when such proceeding or action results in a
final order assessing civil money penalties against, or requiring affirmative
action of, such director, officer, or employee in the form of payments to this
Association.

        (c) This Association may purchase and maintain insurance or furnish
similar protection, including but not limited to trust funds, letters of credit,
or self-insurance on behalf of or for any person who is or was a director,
officer, employee, or agent of this Association, or is or was serving at the
request of this Association as a director, trustee, officer, employee, or agent
of another association, corporation, partnership, joint venture, trust, or other
enterprise, against any liability asserted against him and incurred by him in
any capacity, or arising out of his status as such, whether or not this
Association would have the power to indemnify him against liability under the
provisions of this TENTH or of the Ohio General Corporation Law; provided,
however, such insurance shall explicitly exclude insurance coverage for a formal
order assessing civil money penalties against a director, officer, or employee
of this Association as a result of an administrative proceeding or action
instituted by the Comptroller of the Currency or other appropriate bank
regulatory agency.  Insurance may be purchased from or maintained with a person
in which this Association has a financial interest.

        (d) Expenses (including attorney's fees) incurred by a director in
defending any action, suit, or proceeding referred to in division (a) of this
TENTH commenced or threatened against the director for any action or failure to
act as a director shall be paid by this Association, as they are incurred, in
advance of final disposition of the action, suit, or proceeding upon receipt of
an undertaking by or on behalf of the director in which he agrees both (i) to
repay the amount if it is proved by clear and convincing evidence in a court of
competent jurisdiction that his action or failure to act involved an act or
omission undertaken with deliberate intent to cause injury to this Association
or undertaken with reckless disregard for the best interests of this Association
and (ii) to reasonably cooperate with this Association concerning the action,
suit, or proceeding.  The provisions of this paragraph shall not apply if the
only liability asserted against the director in such action, suit, or proceeding
is for (i) the payment of a dividend or distribution, or the making of a
distribution of assets to shareholders, or the purchase or redemption of this
Association's own shares, contrary in any such case to law or these Articles of
Association, or (ii) a distribution of assets to shareholders during the winding
up of the affairs of the Association, on dissolution or otherwise, without the
payment of all known obligations of the Association, or without making adequate
provision therefor.

Expenses (including attorney's fees) incurred by a director (to the extent the
expenses are not required to be advanced pursuant to the preceding paragraph),
officer, or employee in defending any action, suit, or proceeding referred to
in division (a) of this TENTH may be paid by this Association, as they are
incurred, in advance of final disposition of the action, suit, or proceeding,
as authorized by the Board of Directors in 
                                                 64
                                                II-51<PAGE>
the specific case, upon receipt of an undertaking by or on behalf of the
director, officer, or employee to repay the amount if it is ultimately
determined that he is not entitled to be indemnified by this Association.

        (e) Notwithstanding division (d) of this TENTH, expenses, including
attorneys' fees, incurred by a present or former director, officer, or employee
of this Association in defending an administrative proceeding or action
instituted by the Comptroller of the Currency or other appropriate bank
regulatory agency that seeks a final order assessing civil money penalties or
requiring affirmative action by an individual or individuals in the form of
payments to this Association, may be paid by this Association as they are
incurred in advance of the final disposition of the action, suit, or proceeding,
only in the event that:

        (i)     the Board of Directors of this Association, in good faith,
                determines in writing that all of the following conditions are 
                met:

                (A)     the director, officer, or employee has a substantial
                        likelihood of prevailing on the merits;

                (B)     in the event the director, officer, or employee does not
                        prevail, he will have the financial capability to
                        reimburse this Association;

                (C)     all applicable laws and regulations affecting loans to
                        the director, officer, or employee will be complied with
                        in the event reimbursement is required;

                (D)     payment of expenses by this Association will not
                        adversely affect this Association's safety and
                        soundness; and 

        (ii)    the director, officer, or employee enters into an agreement with
                this Association to repay such amount if:

                (A)     such administrative proceeding or action instituted by
                        the Comptroller of the Currency or other appropriate
                        bank regulatory agency results in a final order
                        assessing civil money penalties against, or requiring
                        affirmative action of, such director, officer, or
                        employee in the form of payments to this Association;
                        or

                (B)     the Board of Directors of this Association finds that
                        the director, officer, or employee willfully
                        misrepresented factors relevant to the Board of
                        Directors' determination of conditions (A) or (B) set
                        forth in (i), above.

                If at any time the Board of Directors of this Association
                believes that any of the conditions set forth in (i) above are
                no longer met, such expenses will no longer be paid by this
                Association.

    Notwithstanding divisions (a) through (e) of this TENTH, all of the
provisions of this TENTH are subject to the authority of the Office of the
Comptroller of the Currency to direct a modification of a specific
indemnification by a national bank through appropriate administrative action.

                                                 65
                                                II-52<PAGE>
        Eleventh.  These Articles of Association may be amended at any regular
or special meeting of the shareholders by the affirmative vote of the holders of
a majority of the stock of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.



















                                                 66
                                                II-53<PAGE>
The following text is extracted from the certificate.  A copy of the certificate
is available upon request.


                 TREASURY DEPARTMENT OF THE UNITED STATES
                            Washington, D.C.,

        Whereas, satisfactory evidence has been presented to the
Comptroller of the Currency that "SOCIETY NATIONAL BANK OF
CLEVELAND", located in CLEVELAND, State of OHIO, has complied with all
provisions of the statutes of the United States required to be complied with
before being authorized to commence the business of banking as a National
Banking Association;

        Now, therefore, I Ray M. Gidney, Comptroller of the Currency do hereby
certify that the above named association is authorized to commence the business
of banking as a National Banking Association.

                                In testimony whereof, witness my signature and
                                seal of office this 27th day of DECEMBER, 1955.



Seal
Charter No. 14761





















                                               67
                                              II-54<PAGE>
The following text is extracted from the certificate.  A copy of the certificate
is available upon request.


                           COMPTROLLER OF THE CURRENCY
                      TREASURY DEPARTMENT OF THE UNITED STATES
                                 Washington, D.C.


KNOW ALL MEN BY THESE PRESENTS:

        That, First National Bank of Clermont County, Clermont, Ohio, being
merged with and into Society National Bank of Cleveland, Cleveland, Ohio,
effective as of the close of business March 21, 1980, under the charter of
Society National Bank of Cleveland and under the title "Society National Bank";

        Now, Therefore, approval and consent are hereby given to the said
receiving association "Society National Bank", to operate the presently existing
branches of Society National Bank of Cleveland.

                                In Witness Whereof, I have hereunto set my hand
                                and official seal this 26th day of March, 1980.



Seal                                                    John G. Helmann
                                                Comptroller of the Currency



















                                               68
                                              II-55<PAGE>
The following text is extracted from the certificate.  A copy of the certificate
is available upon request.


                            COMPTROLLER OF THE CURRENCY
                     TREASURY DEPARTMENT OF THE UNITED STATES
                                  Washington, D.C.


        WHEREAS, SOCIETY NATIONAL BANK, located in Cleveland, State of Ohio,
Being a National Banking Association, organized under the statutes of the United
States, has made application for authority to act as fiduciary

        AND WHEREAS, applicable provisions of the statutes of the United States
Authorize the grant of such authority;

        NOW THEREFORE, I hereby certify that the necessary approval has been
given and that the said association is authorized to act in all fiduciary
capacities permitted by such statutes.

                                        IN TESTIMONY WHEREOF, witness my
                                        signature and seal of Office this
                                        twenty-first day of March, 1980.

Seal
                                        Charter No. 14761
                                        Comptroller of the Currency


















                                               69
                                              II-56<PAGE>
                                                                   EXHIBIT T1B

        The following Bylaws were adopted by the Board of Directors of Society
National Bank on July 16, 1992.


                                     BYLAWS OF
                               SOCIETY NATIONAL BANK

                                     ARTICLE I
                              MEETING OF SHAREHOLDERS

Section 1.Annual Meeting.  The annual meeting of shareholders for the election
of Directors, and the transaction of whatever other business may properly come
before the meeting, shall be held at the main office of the Bank, or such other
place authorized by the Board of Directors or the Chairman of the Board, on the
Thursday after the third Wednesday in January of each year, or such other date
authorized by the Board of Directors or the Chairman of the Board.  If, for any
cause, the election of Directors is not held on that day, the Board of Directors
shall order the election to be held on some subsequent day, as soon thereafter
as practicable, according to the provisions of law, and notice thereof shall be
given in the manner herein provided for the annual meeting.

Section 2.  Special Meetings.  Except as otherwise specifically provided by
statute, special meetings of the shareholders may be called for any purpose at
any time by the Chairman of the Board, the President, the Board of Directors,
or by any shareholder or shareholders owning, in the aggregate, not less than
ten percentum (10%) of the stock of the Bank.

Section 3.  Notice of Meeting.  Unless otherwise provided by law, these Bylaws,
or the Articles of Association, a notice of the time, place, and purpose of
every annual meeting and every special meeting of the shareholders shall be
given by first-class mail, postage prepaid, mailed not less than ten days nor
more than sixty days prior to the date of such meeting, to each shareholder of
record at such shareholder's address as shown upon the books of the Bank.  The
attendance of any shareholder at a shareholder meeting without protesting, prior
to or at the commencement of the meeting, the lack of proper notice, shall be
deemed a waiver by such shareholder of notice of such meeting.

Section 4.  Proxies.  Shareholders may vote at any meeting of the shareholders
by proxies duly authorized in writing, but no officer or employee of this Bank
may act as a proxy.  Proxies shall be valid only for one meeting, to be
specified therein, and any adjournments of such meeting.  Proxies shall be dated
and shall be filed in the Bank's records.  The person appointed as proxy need
not be a shareholder.  Unless the writing appointing a proxy otherwise provides,
the presence at a meeting of the person who appointed a proxy shall not operate
to revoke the appointment.  Notice to the Bank, 
                                               70
                                              II-57<PAGE>
in writing or in open meeting, of the revocation of the appointment of a proxy
shall not affect any vote or act previously taken or authorized by such proxy.

Section 5.  Quorum:  Adjournment.  Except as may otherwise be provided by law,
at any meeting of the shareholders, the holders of shares entitling them to
exercise a majority of the voting power of the Bank present in person or by
proxy shall constitute a quorum for such meeting; provided, however, that no
action required by law to be authorized or taken by a designated proportion of
the shares may be authorized or taken by a lesser proportion; provided, further,
that, if a quorum is not present, the holders of a majority of the voting shares
represented thereat may adjourn such meeting or any adjournment thereof.  If any
meeting is adjourned, notice of such adjournment need not be given if the time
and place to which such meeting is adjourned are fixed and announced at such 
meeting.

Section 6.  Voting Power: Cumulative Voting.  In voting on issues at meetings of
shareholders, except on the election of Directors, each shareholder shall be
entitled to one vote for each share of stock held.  A majority of votes cast
shall decide each issue submitted to the shareholders at any meeting, except in
cases where by law or by the Articles of Association a larger vote is required.
In all elections of Directors, each shareholder shall have the right to vote the
number of shares owned by such shareholder for as many persons as there are
Directors to be elected, or to cumulate such shares and give one candidate as
many votes as the number of Directors multiplied by the number of such
shareholder's shares shall equal, or to distribute them on the same principle
among as many candidates as such shareholder chooses.

Section 7.  Record of Shareholders and Votes.  At any meeting of the
shareholders, a record showing the names of shareholders present and the number
of shares of stock held by each, the names of shareholders represented by proxy
and the number of shares held by each, and the names of the proxies shall be
made.  This record also shall show the number of shares voted on each action
taken, including the number of shares voted for each candidate for the Board of
Directors.  This record shall be included in the minute book of the Bank.  

                                           ARTICLE II

                                       BOARD OF DIRECTORS

Section 1.  Authority.  The Board of Directors shall have power to manage and
administer the business and affairs of the Bank.  Except as expressly limited by
law, all corporate powers of the Bank shall be vested in and exercised by or
under the authority of the Board of Directors.

Section 2.  Number.  The Board of Directors shall consist of not less than five
nor more than twenty-five members; the exact number within such minimum and
maximum limits shall be fixed and determined from time to time by resolution of
the full Board of Directors or by resolution of the shareholders at any meeting
thereof; provided, 
                                               71
                                              II-58<PAGE>
however, that a majority of the full Board of Directors may not increase the
number of Directors to a number which exceeds by more than:  (i) two the number
of Directors last fixed and determined by the shareholders where such number was
fifteen or less, or (ii) four the number of Directors last fixed and determined
by the shareholders where such number was sixteen or more.

Section 3.  Election of Directors:  Vacancies.  The Directors shall be elected
at each annual meeting of shareholders or at a special meeting called for the
purpose of electing Directors.  Any vacancy or vacancies occurring in the Board
of Directors, including vacancies created by an increase in the numbers of
Directors, shall be filled by appointment by the remaining Directors at any
regular or special meeting of the Board, and any Director or Directors so
appointed shall hold office until the next election.  Each person elected or
appointed a Director must take the oath of such office in the form prescribed by
the Comptroller of the Currency.  No person elected or appointed a Director
shall exercise the functions of such office until he has taken such oath.  The
Bank shall transmit evidence of such oath or oaths to the Comptroller of the
Currency.

Section 4.  Term of Office:  Resignations.  Directors shall hold office until
the next annual meeting of shareholders or until their successors are elected
and have qualified, or until their earlier resignation, removal from office, or
death.  Any Director may resign at any time by oral statement to that effect
made at a meeting of the Board of Directors, or in a writing to that effect
delivered to the Secretary or an Assistant Secretary of the Bank; such
resignation shall take effect immediately or at such other time as the Director
may specify at such meeting or in such writing.  At a meeting of shareholders
called expressly for that purpose, any director or the entire Board of Directors
may be removed, with or without cause, by a vote of the holders of a majority of
the shares then entitled to vote at an election of directors.  If permitted by
law, the majority of the Board of Directors may remove a director for cause.

Section 5.  Organization Meeting.  Following the annual meeting of shareholders,
the Directors-elect shall hold an organization meeting for the purpose of
appointing officers and transacting such other business as properly may come
before the meeting.  Such organization meeting shall be held on the day of the
election or as soon thereafter as practicable and, in any event, within thirty
days thereof.  Notice of such meeting need not be given if held on the day of
the election.

Section 6.  Regular Meetings.  Regular meetings of the Board of Directors shall
be held, without notice, on the Thursday after the third Wednesday of each
month, at the main office of the Bank or at such other times and places
authorized by the Board of Directors, the Chairman of the Board, or in such
person's absence, a Vice Chairman of the Board.  When any regular meeting of
the Board falls upon a holiday, the meeting shall be held on the next banking
business day unless the Board shall designate some other day.

Section 7.  Special Meetings.  Special meetings of the Board of Directors may be
called 
                                               72
                                              II-59<PAGE>
by the Chairman of the Board, by the President, or at the request of three or
more Directors.  Notice of special meetings, stating the time and place thereof,
and whether telephone or similar communications equipment will be utilized,
shall be given in person or by mailing, telephoning, or telegraphing such notice
at least 24 hours prior to the meeting; provided, however, that attendance of
any Director at such meeting without protesting, prior to or at the commencement
of the meeting, the lack of proper notice, shall be deemed a waiver by such
Director of notice of such meeting.  Notice of a meeting may be waived in
writing or by telegram either before or after such meeting.  Unless otherwise
indicated in the notice of the meeting, any business may be transacted at such
meeting.

Section 8.  Quorum:  Adjournment.  A quorum of the Board of Directors shall
consist of a majority of the Directors then in office; provided that a majority
of the Directors then present at a meeting duly held, whether or not a quorum is
present, may adjourn such meeting from time to time.  If any meeting is
adjourned, notice of such adjournment need not be given if the time and place
to which such meeting is adjourned are fixed and announced at such meeting.  At
each meeting of the Board of Directors at which a quorum is present, all issues
shall be determined by a majority vote of those present except as otherwise
expressly provided in these Bylaws or by law.  A Director cannot vote or
otherwise act by proxy at a meeting of the Board of Directors.

                                           ARTICLE III
                                            OFFICERS

Section 1. Election and Designation of Officers.  The Board of Directors shall
elect or appoint a Chairman of the Board, a President, one or more Vice
Presidents, a Secretary, and such other officers as the Board may deem
necessary.  The Chairman of the Board and the President shall be members of the
Board of Directors.  The Board of Directors may delegate the authority to
appoint and dismiss officers to officers of the Bank or to a committee composed
of such officers.  Any two or more offices may be held by the same person, but
no officer shall execute, acknowledge, or verify any instrument in more than one
capacity if the instrument is required to be executed, acknowledged, or verified
by two or more officers.  The Board of Directors shall approve the compensation
of officers, except that the Board of Directors may delegate to a committee of
the Board of Directors, or to officers of the Bank, authority for approving
officers' compensation.

Section 2.  Term of Office:  Vacancies.  The officers of the Bank shall hold
office until their successors are elected or appointed and qualified, except in
the case of resignation, dismissal or removal from office, or death.  The Board
of Directors may dismiss or remove any officer at any time, with or without
cause, by a majority vote of the Directors then in office, without prejudice to
the contract rights of such officer; an election or appointment of an officer
shall not of itself create any contract rights.  Any vacancy in any office may
be filled in the manner provided herein for the election or appointment of
office.  The Board of Directors is not required to annually elect or 
                                               73
                                              II-60<PAGE>
appoint officers.

Section 3.  Chairman of the Board.  The Chairman of the Board shall preside at
all meetings of shareholders and the Board of Directors.  He also shall serve
the Bank in such capacity and perform such other duties as may be assigned to
him, from time to time, by the Board of Directors.  In the absence of, or at
the direction of, the Chairman of the Board, the President, or such other
Director designated by the Chairman of the Board, shall preside at a meeting of
the shareholders or the Board of Directors, as the case maybe.

Section 4.  President.  The President shall have general executive powers over
the management and business of the Bank, subject to the direction of the Board
of Directors and the Chairman of the Board.

Section 5.  Vice Presidents.   Each Vice President shall have such powers and
duties as may be assigned to him by the Board of Directors or as otherwise
provided for herein; the Board of Directors may authorize one of the Vice
Presidents to perform the duties of the President in the President's absence or
if the President is unable to act.

Section 6.  Secretary.  The Board of Directors shall appoint a Secretary or
other designated officer (who, in the absence of a Cashier, shall have all the
powers and duties of a Cashier) who shall be Secretary of the Board and of the
Bank.  The Secretary shall give or provide for giving of all notices required by
law or these Bylaws to be given, shall be custodian of the corporate seal,
records, documents, and papers of the Bank, shall keep accurate minutes of all
meetings covered by these Bylaws, and shall perform such other duties as may be
assigned from time to time by the Board of Directors.

Section 7.  Other Officers.  Other officers shall have such powers and duties as
may be assigned by the Board of Directors.

Section 8.  Delegation of Duties.  The Board of Directors is authorized to
delegate the assignment of the duties of any officer, to control the action of
the officers, and to require the performance of duties in addition to those
mentioned herein, to any other officer.


                                           ARTICLE IV
                                           COMMITTEES

Section 1.  Executive Committee.  The Board of Directors may appoint an
Executive Committee which shall consist of the Chairman of the Board, the
President, and not less than three other Directors.  Each member of the Board of
Directors who is not a member of the Committee shall be an alternate and, at the
request of the officer who is to preside at the meeting, may serve in the place
of any regular member who is unable to attend a committee meeting for any
reason.  The Chairman of the Board
                                               74
                                              II-61<PAGE>
shall preside at all meetings of the Committee; if such officer is absent, a
Vice Chairman shall preside.  If none of these officers is available, the
President shall preside.  If none of the foregoing persons is available, the
non-officer Director members of the Executive Committee shall select a Director,
who need not be an officer, to preside.

Section 2.  Powers of Executive Committee.  The Executive Committee shall have
and may exercise, as far as permitted by law, all the powers and authority of
the Board of Directors and other committees of the Board of Directors between
meetings of such Board or such committees.  At each meeting of the Board of
Directors, the minutes of all previous meetings of the Executive Committee not
theretofore submitted to the Board shall be presented for review and
ratification by the Board.  Any action of the Board disapproving any prior
action of the Executive Committee shall not affect the rights of third parties
dealing with the Bank, if such rights have attached by virtue of action of the
Executive Committee within the scope of the corporate powers of the Bank.

Section 3.  Other Committees.  The Board of Directors may, by resolutions
adopted by a majority of the full Board, establish one or more other committees;
each committee shall consist of two or more members of the Board of Directors
which, to the extent provided in such resolution or resolutions or in these
Bylaws, shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Bank and may have the power to
authorize the seal of the Bank to be affixed to all papers which may require it.
Such committee or committees shall have such name or names as may be stated in
these Bylaws or as may be determined from time to time by resolution adopted by 
the Board of Directors.  The Board of Directors may designate one or more 
Directors as alternate members of any committee, who may serve in the place of 
any regular member who is unable to attend a committee meeting for any reason.  
Each committee shall keep regular minutes of its meetings and present such 
minutes for review to the Board of Directors.

Section 4.  Notice of Meetings.  Meetings of the Board committees shall be held
at the principal office of the Bank in the City of Cleveland, or at such other
place as may be designated in the notice of the meeting at any time upon call by
the Chairman of the Board, the Vice Chairman of the Board, the President, or the
Chairman of the Committee.  Notice of each such meeting shall be given to each
member of the Committee in person or by mailing, telephoning, or telegraphing
such notice at least 24 hours prior to the meeting; provided, however, that
attendance by any Director at such meeting, without protesting prior to or at
the commencement of such meeting, the lack of proper notice shall be deemed a
waiver by such Director of the notice of such meeting.  Notice of the meeting
may be waived in writing or by telegram by any member either before or after
such meeting.  Unless otherwise indicated in the notice of the meeting, any
business may be transacted at such meeting.



                                               75
                                              II-62<PAGE>
                                            ARTICLE V
                                             TRUSTS

Section 1.  Trust Department.  There shall be a department of the Bank known as
the Trust Department or similar name which shall perform the fiduciary
responsibilities of the Bank. 

Section 2.  Trust Department Files.  There shall be maintained in the Trust
Department files containing all fiduciary records necessary to assure that its
fiduciary responsibilities have been properly undertaken and discharged.

Section 3.  Trust Investments.  Funds held in a fiduciary capacity shall be
invested in accordance with the instrument establishing the fiduciary
relationship and local law.  Where such instrument does not specify the
character and class of investments to be made and does not vest in the Bank
discretion in the matter, funds held pursuant to such instrument shall be
invested in investments in which corporate fiduciaries may invest under local
law.
                                           ARTICLE VI
                                          RECORD DATES

The Board of Directors may fix, or authorize the Chairman of the Board or the
President to fix, a record date for any lawful purpose.  The record date for the
purpose of the determination of the shareholders who are entitled to receive
notice of or to vote at a meeting of shareholders shall continue to be the
record date for all adjournments of such meeting.  The Board of Directors may
close the share transfer books against transfer of shares during the whole or
any part of the period provided for in this Article, including the date of the
meeting of shareholders and the period ending with the date, if any, to which
the meeting is adjourned.

                                           ARTICLE VII
                                     CERTIFICATES FOR SHARES

Section 1.  Form of Certificates and Signatures.  Each holder of shares shall
be entitled to one or more certificates signed by the Chairman of the Board, the
President or a Vice President, and by the Secretary or an Assistant Secretary.
The signature of any of such officers of the Bank may be a facsimile, engraved,
stamped, or printed.  In case any such officer whose legal or facsimile
signature has been placed upon such certificate ceases to be such officer before
the certificate is delivered, such certificate nevertheless shall be effective
in all respects when delivered.

Section 2.  Transfer of Shares.  Shares of the Bank shall be transferable upon
the books of the Bank by the holders thereof, in person, or by a duly authorized
attorney, upon surrender and cancellation of certificates for a like number of
shares of the same class, with duly executed assignment and power of transfer
endorsed thereon or attached thereto, and with such proof of the authenticity of
such signatures to such certificates and power of transfer as the Bank or its
agents may reasonably require.
                                               76
                                              II-63<PAGE>
Section 3.  Corporate Seal.  The following is an impression of the seal adopted
by the Board of Directors of the Bank.



                                        (to be inserted)



Any officer shall have authority to affix the corporate seal to any document
requiring such seal and to attest the same.  Failure to affix the seal to any
instrument executed on behalf of the Bank shall not affect the validity of such
instrument unless such action is required by law.






                                          ARTICLE VIII
                                          BANKING HOURS

The main office and branch offices of the Bank shall be open for business upon
such days of the year and for such hours as the Board of Directors or the
officers of the Bank may from time to time determine.

                                           ARTICLE IX
                                          MISCELLANEOUS

Section 1.  Fiscal Year.  The fiscal year of the Bank shall be the calendar
year.

Section 2.  Definitions.  The word "person" wherever used in these Bylaws shall
be taken to mean and include individuals, partnerships, associations, and
corporations when the text so requires.  "Vice President", as used in these
Bylaws, shall include Vice Chairman and such titles as Senior Executive Vice
President, Executive Vice President, and Senior Vice President.  Words of the
singular number shall be taken to include the plural and those of the plural
number shall be taken to include the singular whenever appropriate.  Nouns and
pronouns of the masculine gender shall include the feminine whenever
appropriate.

Section 3.  Execution of Instruments.  The Chief Executive Officer may from time
to time prescribe in writing the authority of the officers, employees, and
agents of the Bank with respect to the making, execution, and delivery in the
name and on behalf of the Bank of documents and instruments in writing necessary
to the transaction of its business, whether in a fiduciary capacity or
otherwise, and with respect to the approval orally, or by conduct other than
signing of agreements, of transactions in the 
                                               77
                                              II-64<PAGE>
name and on behalf of the Bank necessary to the carrying out of the business of
the Bank; provided, however, that if the Chief Executive Officer fails to take
such action, the Board of Directors shall, by resolution, establish such
authorities in writing.  Where any such resolution or any such writing has been
certified by the Secretary or an Assistant Secretary as to its full force and
effect, any instrument executed or transaction effected in conformity with such
resolution or such writing may be relied upon by any person.  Authority granted
to officers, employees, and agents of the Bank, pursuant to this Section 3 shall
apply to all documents, instruments, and conduct relating to any entity for
which the Bank is successor in interest, whether by merger or otherwise.

Section 4.  Use of Communications Equipment at Meetings.  Members of the Board
of Directors may participate in regular or special meetings of the Board of
Directors, and members of committees appointed by the Board of Directors may
participate in regular or special meetings of those committees, through use of
conference telephone or similar communications equipment, as long as all members
participating in such meeting can hear one another.

Section 5.  Action Without a Meeting.  Any action which may be taken at a
meeting of the Bank's shareholders, Board of Directors, or committee of the
Board of Directors, may be taken without a meeting by the unanimous vote of
approval of, and in a writing or writings signed by, all of the Bank's
shareholders, Directors, or committee members, respectively, entitled to notice
of such meeting; such writing or writings shall be included in the minute book
of the Bank.

Section 6.  Waivers of Notice.  Any shareholder or Director may waive the giving
of any notice required to be given to him under these Bylaws.

Section 7.  Telegram.  Any action required or permitted to be taken hereunder by
telegram may be taken by telex, fax, or similar communication equipment.

Section 8.  Records.  The Articles of Association, these Bylaws, and the
proceedings of all meetings of the shareholders, the Board of Directors, and
committees of the Board, shall be recorded in appropriate minute books provided
for that purpose.  The minutes of each meeting shall be signed by the Secretary,
an Assistant Secretary, or other officer appointed to act as secretary of the
meeting.

Section 9.  Interest Rates and Assessments and Loans.  The Bank may assess and
collect from borrowers interest at any rate agreed upon by the Bank and the
borrower as specified in the loan agreement.  In addition to such interest, the
Bank may assess and collect any dues, fines, premiums, or other assessments on
loans made in such amount as may be agreed upon in the loan agreement,
including, but not limited to, the following:  origination fees; guarantee fees
or charges for any insurance protecting a creditor against a borrower's default
or other credit loss; late, default, or delinquency charges; deferment charges;
annual or other periodic membership fees; charges for returned checks and other
forms of payment; overlimit charges; cash advance fees; stop
 
                                               78
                                              II-65<PAGE>
payment fees; ATM, electronic, or similar interchange access fees; transaction
fees; currency conversion charges; fees for replacement of credit cards, access
checks, or other access devices; minimum charges; research charges; charges for
providing documentation or other evidence; credit, property, or other types of
insurance premiums, including premiums for insurance in lieu of perfecting a
security interest; collection costs; court costs; attorney's fees; applications
fees; credit report fees; investigation fees; commitment fees; finder's fees;
broker fees; assumption fees; processing fees; credit report fees; investigation
fees; points; survey and appraisal fees; title examination and report fees;
title insurance premiums; abstract of title fees; escrow fees; trustee fees;
official fees and taxes; filing and recording fees; fees for taking or releasing
a security interest; document preparation and notarization fees; prepayment
fees.

                                            ARTICLE X
                                           AMENDMENTS

These Bylaws may be amended, altered, or repealed, at any regular or special
meeting of the Board of Directors, by a vote of a majority of the whole number
of the Directors.




























                                               79
                                              II-66<PAGE>
The following text is extracted from the certificate.  A copy of the certificate
is available upon request.


                               BOARD OF GOVERNORS OF THE
                                FEDERAL RESERVE SYSTEM


                                        Washington, D.C. December 17, 1958

        Pursuant to authority rested in the Board of Governors of the Federal
Reserve System by the Act of Congress approved December 23, 1913, known as the
Federal Reserve Act, as amended, Society National Bank of Cleveland, Cleveland,
Ohio, has been granted the right to act, when not in contravention of State or
Local law as Trustee, Executor, Administrator, Registrar of stocks and bonds,
Guardian of estates, Assignee, Receiver, Committee of estates of lunatics; or
in any other fiduciary capacity, in which State banks, trust companies, or other
corporations which come into competition with national banks are permitted to
act under the laws of the State of Ohio.  The exercise of such rights shall be
subject to regulations prescribed by the Board of Governors of the Federal
Reserve System.


                                Board of Governors of the Federal Reserve System

Attest:                 By:





















                                               80
                                              II-67<PAGE>
                                                                 EXHIBIT T1D



                        Consent for Records of Governmental Agencies
                          to be Made Available to the Commission



        The undersigned, Society National Bank, of Cleveland, Ohio pursuant to
Section 321(b) of The Trust Indenture Act of 1939, hereby authorizes the Board
of Governors of the Federal Reserve System, the Federal Reserve Banks, the
Treasury Department, the Comptroller of the Currency and the Federal Deposit
Insurance Corporation, under such conditions as they may prescribe, to make
available to the Commission such reports, records, or other information as they
may have available with respect to the undersigned as a prospective trustee
under an indenture to be qualified under the aforesaid Trust Indenture Act of
1939 and to make through their examiners or other employees for the use of the
Commission, examinations of the undersigned prospective Trustee.

        The undersigned also, pursuant to Section 321(b) of said Trust Indenture
Act of 1939, consents that reports of examination by the Federal, State,
Territorial or District authorities may be furnished by such authorities to the
Commission upon request therefor.

        Dated this 23rd day of March, 1994.



                                        SOCIETY NATIONAL BANK



                                        By:     /s/ C.M. Nagy       
                                                C. M. Nagy, Vice President



[Corporate Seal]

ATTEST:



/s/ D. Kovach                              
   D. Kovach, Assistant Secretary 



                                                          81
                                                         II-68<PAGE>
                                                                 EXHIBIT T1E
<TABLE>
<CAPTION>
Legal Title of Bank:    Society National Bank                   Call Date:  12/31/93 ST-BK:  39-1495        FFIEC 031
Address:                127 Public Square                                                                  Page RC-1
City, State Zip:                   Cleveland, OH  44114-1306
FDIC Certificate No.:   1 7 5 3 4

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1993

All schedules are to be reported in thousands of dollars.  
Unless otherwise indicated,report the amount outstanding as of the 
last business day of the quarter.

Schedule RC--Balance Sheet
                                                        Dollar Amounts in Thousands         RCFD       Bil Mil Thou
ASSETS
<S>                                                                                         <C>        <C>         <C>      
1.    Cash and balances due from depository institutions (from Schedule RC-A):               
      a.  Noninterest-bearing balances and currency and coin(1) . . . . . . . . . . . . . . .0081       1,170,605  1.a.
      b.  Interest-bearing balances(2). . . . . . . . . . . . . . . . . . . . . . . . . . . .0071             147  1.b.
2.    Securities (from Schedule RC-B) . . . . . . . . . . . . . . . . . . . . . . . . . . . .0390       4,697,949  2.
3.    Federal funds sold and securities purchased under agreements to resell in domestic
      offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
      a.  Federal funds sold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0276         199,485  3.a.
      b.  Securities purchased under agreements to resell . . . . . . . . . . . . . . . . . .0277         228,652  3.b.
4.    Loans and lease financing receivables:
      a.  Loans and leases, net of unearned income 
          (from Schedule RC-C). . . . . . . . . . . . . . . . . RCFD 2122      14,856,796                          4.a.
      b.  LESS:  Allowance for loan and lease losses. . . . . . RCFD 3123         407,938                          4.b.
      c.  LESS: Allocated transfer risk reserve . . . . . . . . RCFD 3128               0                          4.c
      d.  Loans and leases, net of unearned income
          allowance, and reserve (item 4.a minus 4.b and 4.c) . . . . . . . . . . . . . . . .2125      14,448,858  4.d
5.    Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . .2146          35,462  5.
6.    Premises and fixed assets (including capitalized leases). . . . . . . . . . . . . . . .2145         333,562  6.
7.    Other real estate owned (from Schedule RC-M). . . . . . . . . . . . . . . . . . . . . .2150          36,419  7.
8.    Investments in unconsolidated subsidiaries and associated companies
      (from Schedule RC-M). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2130               0  8.
9.    Customers' liability to this bank on acceptances outstanding. . . . . . . . . . . . .  2155           9,218  9.
10.   Intangible assets (from Schedule RC-M). . . . . . . . . . . . . . . . . . . . . . . . .2143         109,209  10.
11.   Other assets (from schedule RC-F) . . . . . . . . . . . . . . . . . . . . . . . . . . .2160         538,631  11.
12.   Total assets (sum of items 1 through 11). . . . . . . . . . . . . . . . . . . . . . . .2170      21,808,197  12.

_________________
(1)   Includes cash items in process of collection and unposted debits.
(2)   Includes time certificates of deposit not held in trading accounts.
</TABLE>




                                                          82
                                                         II-69<PAGE>
                                                                  EXHIBIT T1E
<TABLE>
<CAPTION>
Legal Title of Bank:    Society National Bank                   Call Date:  12/31/93 ST-BK:  39-1495               FFIEC
031
Address:                127 Public Square                                                                  Page RC-1
City, State Zip:        Cleveland, OH  44114-1306
FDIC Certificate No.:   1 7 5 3 4

Schedule RC-- Continued
                                                                                                       
                                                        Dollar Amounts in Thousands          RCFD      Bill Mil Thou
LIABILITIES
<S>                                                                                     <C>          <C>         <C>    
13.   Deposits
      a.  In domestic offices (sum of totals of columns A and C from Schedule RC-E,
           part I). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCON 2200    13,710,001  13.a.
          (1)   Noninterest-bearing(1). . . . . . . . . . . RCON 6631     3,370,845                              13.a(1)
          (2)   Interest-bearing. . . . . . . . . . . . . . RCON 6636    10,339,156                              13.a(2)
      b.  In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E,
          part II). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFN 2200     2,495,533  13.b.
          (1)   Noninterest-bearing . . . . . . . . . . . . RCFN 6631             0                              13.b(1)
          (2)   Interest-bearing. . . . . . . . . . . . . . RCFN 6636     2,495,533                              13.b(2)
14.   Federal funds purchased and securities sold under agreements to repurchase in
      domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
      a.  Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 0278     1,760,997  14.a.
      b.  Securities sold under agreements to repurchase. . . . . . . . . . . . . . . . RCFD 0279       393,857  14.b.
15.   Demand notes issued to the U.S. Treasury. . . . . . . . . . . . . . . . . . . . . RCON 2840       405,000  15.
16.   Other borrowed money. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2850       802,185  16.
17.   Mortgage indebtedness and obligations under capitalized leases. . . . . . . . . . RCFD 2910        10,399  17.
18.   Bank's liability on acceptances executed and outstanding. . . . . . . . . . . . . RCFD 2920         9,218  18.
19.   Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3200       398,646  19.
20.   Other liabilities (from Schedule RC-G). . . . . . . . . . . . . . . . . . . . . . RCFD 2930       344,425  20.
21.   Total liabilities (sum of items 13 through 20). . . . . . . . . . . . . . . . . . RCFD 2948    20,330,261  21.

22.   Limited-life preferred stock and related surplus. . . . . . . . . . . . . . . . . RCFD 3282             0  22.
EQUITY CAPITAL
23.   Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . . . . RCFD 3838             0  23.
24.   Common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3230       206,863  24.
25.   Surplus (exclude all surplus related to preferred stock). . . . . . . . . . . . . RCFD 3839       707,165  25.
26.   a.  Undivided profits and capital reserves. . . . . . . . . . . . . . . . . . . . RCFD 3632       563,908  26.a.
      b.  LESS: Net unrealized loss on marketable equity securities . . . . . . . . . . RCFD 0297             0  26.b.
27.   Cumulative foreign currency translation adjustments . . . . . . . . . . . . . . . RCFD 3284             0  27.
28.   Total equity capital (sum of items 23 through 27) . . . . . . . . . . . . . . . . RCFD 3284     1,477,936  28.
29.   Total liabilities, limited-life preferred stock, and equity capital (sum of items
      21, 22, and 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3300    21,808,197  29.

Memorandum
To be reported only with the March Report of Condition.
1.    Indicate in the box at the right the number of the statement below that best describes the
      most comprehensive level of auditing work performed for the bank by independent external . . . . . . . . . . . . .
Number
      auditors as of any date during 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 6724   N/A  M.1.

</TABLE>
                                                           83
                                                          II-70<PAGE>
1 =   Independent audit of the bank conducted in accordance with generally
      accepted auditing standards by a certified public accounting firm 
      which submits a report on the bank
2 =   Independent audit of the bank's parent holding company conducted in 
      accordance with generally accepted auditing standards by a certified 
      public accounting firm which submits a report on the consolidated holding
      company (but not on the bank separately)
3 =   Directors' examination of the bank conducted in accordance with 
      generally accepted auditing standards by a certified public accounting 
      firm (may be required by state chartering authority)
4 =   Directors' examination of the bank performed by other external 
      auditors (may be required by state chartering authority)
5 =   Review of the bank's financial statements by external auditors
6 =   Compilation of the bank's financial statements by external auditors
7 =   Other audit procedures (excluding tax preparation work)
8 =   No external audit work

_______________
(1)   Includes total demand deposits and noninterest-bearing and savings 
      deposits.


































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