ALLTEL CORP
10-Q, 1994-08-11
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                                FORM 10-Q

     [x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
            For the quarterly period ended  June 30, 1994
                                  OR
     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
          For the transition period from              to
                Commission file number   1-4996-2

                            ALLTEL CORPORATION
            (Exact name of registrant as specified in its charter)
      
      
                  DELAWARE                          34-0868285
      (State or other jurisdiction of          (I.R.S. Employer
           incorporation or organization)      Identification No.)
      
      
      
           One Allied Drive, Little Rock, Arkansas           72202
      (Address of principal executive offices)            (Zip Code)
      
      Registrant's telephone number, including area code (501) 661-8000
      
      (Former name, former address and former fiscal year, if changed
      since last report)
      
         Indicate by check mark whether the registrant (1) has filed all
      reports required to be filed by Section 13 or 15(d) of the
      Securities Exchange Act of 1934 during the preceding 12 months (or
      for such shorter period that the registrant was required to file
      such reports), and (2) has been subject to such filing
      requirements for the past 90 days.   YES    X        NO
      
      
      Number of common shares outstanding as of June 30, 1994
      
                              187,851,000
                                   
      The Exhibit Index is located at sequential page  13 .
      



                       ALLTEL CORPORATION

                            FORM 10-Q
                  PART I--FINANCIAL INFORMATION



Item 1.  Financial Statements



      The following consolidated financial statements of ALLTEL
Corporation and subsidiaries, included in the interim report of ALLTEL
Corporation to its stockholders for periods ended June 30, 1994, a
copy of which is attached hereto, are incorporated herein by
reference:


      Consolidated Statements of Income - for the three, six and
            twelve months ended June 30, 1994 and 1993.

      Consolidated Balance Sheets - June 30, 1994 and 1993 and
            December 31, 1993.

      Consolidated Statements of Cash Flows - for the six
            and twelve months ended June 30, 1994 and 1993.
                           ALLTEL CORPORATION

                               FORM 10-Q
                     PART I - FINANCIAL STATEMENTS

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations

FINANCIAL CONDITION

     Total capital structure was $3.344 billion at June 30, 1994,
reflecting 47% common and preferred equity and 53% debt.  This
compares to a capital structure of $3.204 billion at December 31,
1993, reflecting 49% common and preferred equity and 51% debt.  The
Company's financial strength continues to provide it the flexibility
to make necessary and desirable capital expenditures and to expand its
presence into new and existing telephone, cellular and information
services markets.

     Capital expenditures are forecasted at $548.2 million for 1994,
which is expected to be financed primarily from internally generated
funds.  The Company's capital expenditures are directed toward
telephone operations to continue to modernize its network and invest
in new equipment to provide new telecommunications services.  In
addition, capital expenditures are incurred for expansion into new
cellular and information services markets, and to upgrade existing
cellular network facilities.  Capital expenditures were $146.8 million
in the second quarter of 1994 and $104.4 million in the second quarter
of 1993.  Internally generated funds financed the majority of the
capital expenditures in the three, six and twelve month periods ended
June 30, 1994 and 1993.

     The Company has a $500 million revolving credit agreement.  Total
borrowings outstanding under this agreement were $104.4 million at
June 30, 1994, compared to $214.5 million at December 31, 1993.  At
June 30, 1993, $38 million was outstanding under this agreement.  The
increase in borrowings under the revolving credit agreement for the
twelve month period was incurred for expansion of cellular investments
and for other general corporate requirements.  In April 1994, the
Company issued $250 million of 7.25% debentures.  The proceeds were
used to reduce borrowings under the Company's revolving credit
agreement.





                                   3
                                   
                                   
     The issuance of the $250 million debentures represent the
majority of long-term debt issued in the three and six month periods
of 1994.  The $250 million debentures along with the issuance of $400
million of 6.5% debentures by the Company and a subsidiary to finance
the acquisition of certain telephone properties of GTE in November
1993 account for the majority of long-term debt issued during the
twelve months ended June 30, 1994.

RESULTS OF OPERATIONS

     Telephone Operations

     In the fourth quarter of 1993, the Company purchased all of the
assets of the telephone operations of GTE Corporation ("GTE") in the
state of Georgia ("GTE Georgia") in exchange for the Company's
telephone operations in Illinois, Indiana and Michigan and $443
million in cash.  The exchange was accounted for as a purchase, and
accordingly, GTE Georgia's results of operations have been included in
the consolidated financial statements beginning November 1, 1993.

     Telephone operations revenues and sales increased $49.4 million
or 20%, $101.3 million or 21%, and $142.9 million or 15% for the
three, six, and twelve months ended June 30, 1994, respectively.
Telephone operating income increased $14.5 million or 17%, $32.7
million or 19% and $52.1 million or 16% for the three, six and twelve
month periods, respectively.  The acquisition of the GTE Georgia
properties accounted for $41.4 million, $84.9 million and $112.0
million of the increase in revenues and sales, and $12.3 million,
$26.9 million and $35.9 million of the increase in operating income
for the three, six and twelve months ended June 30, 1994,
respectively.

     Local service revenue increased $22.7 million or 30%, $44.7
million or 30% and $64.0 million or 22% in the three, six, and twelve
month periods, respectively, primarily due to the GTE Georgia
acquisition.  Increases in customer access lines and growth in custom
calling feature revenues also contributed to the growth in local
service revenues for all periods.  There have been no local rate
increases granted to any of the Company's telephone operating
subsidiaries during 1994, and management does not anticipate filing
for any local rate increases during the remainder of 1994.






                                   4
                                   
     Network access and long-distance revenues increased $20.6 million
or 14%, $43.9 million or 16%, and $62.4 million or 11% for the three,
six, and twelve month periods, respectively.  The increases were
primarily due to the GTE Georgia acquisition, an increase in universal
service fund revenues and higher volumes of access connections.  These
increases were partially offset by the impact of changing from an
average schedule to cost method of settling interstate access revenues
by one of the Company's telephone operating subsidiaries, and other
regulatory commission actions designed to reduce earnings levels in
the state of Ohio.

     Miscellaneous revenues increased $6.1 million or 21%, $12.8
million or 21% and $16.5 million or 14% for the three, six and twelve
month periods, respectively.  The increases are primarily due to the
GTE Georgia acquisition and increases in directory advertising, rental
revenues, billing and collection revenues and sales of customer-owned
telephone equipment maintenance and protection plans.

     Total telephone operating expenses increased $34.9 million or
22%, $68.6 million or 21% and $90.8 million or 14% for the three, six,
and twelve month periods, respectively.  The acquisition of the GTE
Georgia properties accounted for $29.1 million, $58.0 million and
$76.1 million of the increase in operating expenses for the three, six
and twelve month periods, respectively. Operating expenses also
increased in all periods due to increased expense for maintenance and
repair of cable, digital electronic switching and circuit equipment,
increased depreciation expense and an increase in information service
charges.  These increases were partially offset by lower maintenance
expense related to electro-mechanical switching equipment.

     Information Services

     The information services segment continues to provide growth in
both revenues and sales and operating income for the Company. Revenues
and sales reflect increases of $51.7 million or 32%, $93.6 million or
29%, and $159.1 million or 26% for the three, six and twelve month
periods, respectively.  Operating income reflects increases of $4.4
million or 15%, $4.7 million or 8% and $17.1 million or 16% for the
three, six and twelve month periods, respectively.







                                   5
                                   
     Information services revenues and sales increased for the three,
six and twelve month periods as a result of new facilities management
and remote processing contracts including telecommunications
operations, and increased revenues from additional services provided
under existing facilities management contracts, net of contract non-
renewals.  Additional software license and maintenance revenues, an
increase in the number of loans processed, and increased usage of new
mortgage processing service offerings also contributed to the increase
in revenues and sales for all periods.  In addition, the acquisition
of TDS Healthcare Systems Corporation ("TDS") effective October 1,
1993, also contributed to the increase in revenues and sales for all
periods.  These increases in revenues and sales were partially offset
by a reduction in revenues collected for early termination of
facilities management contracts.

     Operating income increased for the three, six and twelve month
periods primarily due to the revenue increases previously mentioned.
The growth in operating income for all periods was slower than the
growth in revenues and sales due to increased costs to procure and
support additional international service contracts, a reduction in
fees collected on early termination of facilities management
contracts, operating losses sustained by this segment's check
processing operations and an increase in depreciation and amortization
expense.  Depreciation and amortization expense increased primarily
due to the acquisition of additional data processing equipment, as a
result of the growth in business and due to an increase in
amortization of internally generated software.

     Product Distribution Operations

     The product distribution segment showed improved earnings but
continues to be impacted by market conditions and competition.
Revenues and sales reflect increases of $7.9 million or 8%, $17.7
million or 9% and $13.0 million or 3% for the three, six and twelve
month periods, respectively.  Operating income reflects increases of
$1.3 million or 29%, $2.0 million or 22% and $.9 million or 5% for the
three, six and twelve month periods, respectively.

     The increases in revenues and sales for the three and six month
periods is primarily due to growth in sales of telecommunications and
data products to new and existing customers, including sales to
affiliates.  The increase in sales for the twelve month period is
primarily due to growth in sales of telecommunications and data
products to new and existing customers, including sales to affiliates,
partially offset by an decrease in sales by the wire and cable
operations.

                                   6
                                   
     Operating income increased in the three, six and twelve month
periods primarily because of the increases in revenues and sales noted
previously, partially offset by an increase in selling related
expenses.  The growth in operating income for the twelve month period
was also impacted by the decrease in sales and profit margins of
electrical wire and cable products as a result of sluggish market
conditions and intense competition, especially from direct sales by
manufacturers.

     Cellular Operations

     Cellular operations provided solid operating results and
contributed significantly to the Company's overall earnings growth.
Revenues and sales reflect increases of $25.8 million or 54%, $52.3
million or 59%, and $96.2 million or 61% for the three, six and twelve
month periods, respectively.  Operating income reflects increases of
$11.0 million or 102%, $18.9 million or 104% and $32.0 million or 103%
for the three, six and twelve month periods, respectively.  During the
twelve month period ended June 30, 1994, the number of cellular
customers grew to 360,493 from 210,907, an increase of 149,586
customers or 71%.

     Cellular operations revenues increased in all periods primarily
due to the significant growth in customer base.  The acquisition of
new cellular properties and increased ownership interest in existing
cellular properties also contributed to the growth in revenues and
sales for the twelve month period.  Operating income increased for all
periods reflecting the increases in revenues and sales noted above,
partially offset by higher expenses for selling and advertising,
depreciation and other operating expenses.

     Other Operations

     Other operations revenues and sales reflect increases of $31.0
million or 233%, $63.5 million or 241% and $86.2 million or 160% for
the three, six and twelve month periods, respectively.  Operating
income reflects increases of $2.2 million or 103%, $4.5 million or 99%
and $3.6 million or 36% for the three, six and twelve month periods,
respectively.







                                   7
                                   
     The increases in revenues and sales for all periods are primarily
due to growth in publishing operations attributable to the purchase of
the independent telephone directory operations of GTE Directories
Corporation in October 1993.  As a result of this acquisition, the
number of directories published during the first six months of 1994
was 172 compared to only 62 directories published during the same
period in 1993, an increase of 177%.  Paging operations also
contributed to the increases in revenues and sales for all periods as
a result of steady growth in its customer base.
                                   
     Operating income increased in the three and six month periods
primarily due to the increases in revenues and sales previously noted,
partially offset by increases in directory services expense, sales and
marketing expenses, depreciation and other operating expenses.
Operating income for the twelve month period increased primarily due
to the increase in revenues and sales, partially offset by the one-
time costs incurred with the purchase and start-up of the new
directory publishing business.

     Corporate Expenses

     Corporate operating expenses decreased $1.8 million or 27% for
the three month period.  Corporate operating expenses increased $.4
million or 5% and $5.6 million or 35% for the six and twelve month
periods, respectively.  The decrease in the three month period is
primarily due to a decrease in employee benefit costs.  The increase
in the six and twelve month periods is primarily due to an increase in
operating expenses, an increase in deferred and incentive compensation
costs, and a reduction in charges to subsidiaries for cost of debt
related to new buildings.  These increases were partially offset by a
decrease in both employee benefit costs and workers compensation
expense.

     Other Income, Net

     Other income, net decreased $2.8 million or 1000%, $5.4 million
or 505% and $8.7 million or 158% for the three, six and twelve month
periods, respectively.  The decreases in all periods are primarily due
to an increase in the minority interest in earnings of the Company's
cellular operations by others and the amortization of telephone plant
acquisition adjustments related to the GTE Georgia properties
acquisition.  These decreases were partially offset by an increase in
equity income recognized on investments in cellular limited
partnerships.  The increase in equity income reflects the improved
operating results of those partnership interests not managed by the
Company.

                                   8
                                   
The decrease in the twelve month period is also due to the elimination
of equity income recognized from investments in LDDS Communications,
Inc. ("LDDS").  The Company's investment in LDDS is now accounted for
under the cost method, since its ownership is now less than 20
percent.

     Interest Expense

     Interest expense increased $11.1 million or 48%, $19.8 million or
43% and $25.9 million or 28% for the three, six and twelve month
periods, respectively.  The increase in interest expense in all
periods is primarily due to an increase in long-term debt outstanding,
which reflects both the issuance of $400 million debentures in
November 1993 to finance the GTE Georgia properties acquisition and
the issuance of $250 million debentures in April 1994 to reduce
borrowings under the Company's revolving credit agreement, as
previously discussed.

     Net Gain on Exchange of Assets and Other

     In the fourth quarter of 1993, the Company recorded a gain on
exchange of telephone properties with GTE, which was partially offset
by the reorganization of its telephone operations as a result of this
transaction.  These transactions amounted to $69.9 million.  In
addition, the Company also recorded a partial write-down of its
product distribution operations.  The net income impact of these
transactions is not significant to the results of operations for the
twelve month period.

     Income Taxes

     Income tax expense increased $8.9 million or 23%, $16.0 million
or 21% and $58.5 million or 40% for the three, six and twelve month
periods, respectively.  The increases primarily resulted from an
increase in taxable income and additional taxes resulting from the
Revenue Reconciliation Act of 1993 which was enacted on August 10,
1993, and which increased the statutory federal corporate tax rate 1
percent to 35 percent retroactive to January 1, 1993.  For the twelve
month period, income tax expense does not reflect the tax benefit from
the write-down of product distribution operations, since utilization
of the benefit is not certain.




                                   
                                   
                                   9
                                   
     Net Income Applicable to Common Shares
                                   
     Net income applicable to common shares increased $12.4 million or
20%, $21.3 million or 17% and $34.7 million or 14% for the three, six
and twelve month periods, respectively.  Primary earnings per common
share for the three, six, and twelve month periods ended June 30, 1994
increased 18%, 15%, and 13%, respectively over the same periods in
1993.  The twelve month period for 1994 includes the effect of the net
gain on exchange of telephone properties with GTE partially offset by
the reorganization of the Company's telephone operations and the
partial write-down of the product distribution operations.  The net
income impact of these transactions is not significant to the results
of operations for the twelve month period.

     Average Common Shares Outstanding

     The average number of common shares outstanding increased 1% for
the three, six and twelve month periods ended June 30, 1994.  The
increases are primarily due to the issuance of approximately 2.0
million shares in October 1993 for the acquisition of TDS.



























                                  10
                                   
                       ALLTEL CORPORATION

                            FORM 10-Q
                   Part II - OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K


               (a)   See the exhibits specified on the Index of
               Exhibits located at Sequential Page 13.

               (b)   Reports on Form 8-K:

                     No reports on Form 8-K have been filed during the
               quarter for which this report is filed.





























                                  11
                                   
                       ALLTEL CORPORATION

                            FORM 10-Q



The information furnished reflects all adjustments which, in the
opinion of management, are necessary to a fair statement of the
results for these interim periods.  Such adjustments are of a normal
recurring nature.




                            SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.



                             ALLTEL CORPORATION
                               (Registrant)



                         /S/ Dennis J. Ferra
                             Dennis J. Ferra
                             Senior Vice President -
                             Accounting and Administration,
                             and Chief Accounting Officer
                             August 11, 1994













                                  12
                                   
                       ALLTEL CORPORATION

                            FORM 10-Q

                        INDEX OF EXHIBITS

                              Description
Form 10-Q                                              Sequential
Exhibit No.                                              Page No.


  (20)         Interim Report to Stockholders             14-19
             for the periods ended June 30, 1994


































                                  13

                                   EXHIBIT 20
<TABLE>

HIGHLIGHTS (Unaudited)
(Dollars in thousands, except per share amounts)
<CAPTION>

                        THREE MONTHS ENDED JUNE 30,        SIX MONTHSENDED JUNE 30,       TWELVE MONTHS ENDED JUNE 30,

                                                 Increase                       Increase                       Increase
                                                 (Decrease)                     (Decrease)                     (Decrease)
                              1994      1993       %        1994       1993        %          1994       1993       %
<S>                        <C>        <C>         <C>    <C>         <C>          <C>    <C>         <C>           <C>
Revenues and Sales          $734,563   $568,868    29     $1,443,971  $1,115,592   29     $2,670,466  $2,173,023    23 
Net income                  $ 76,187   $ 63,829    19     $  148,073  $126,985     17     $  283,105  $  248,597    14
Primary earnings per average
 common share outstanding       $.40       $.34    18           $.78      $.68     15          $1.49       $1.32    13
Excluding net gain on exchange
 of assets and other:
 Net Income                   $76,187   $63,829    19       $148,073   $126,985    17     $  283,126  $  248,597    14
 Primary earnings                $.40      $.34    18           $.78       $.68    15          $1.49       $1.32    13
Average common shares
 outstanding             189,387,000 186,976,000    1    189,488,000  186,875,000   1    188,866,000  186,489,000    1
Annual dividend rate
 per common share              $.88        $.80    10
Total assets                                                                              $4,418,415  $3,317,738    33
Telephone access lines                                                                     1,616,741   1,329,879    22
Cellular customers                                                                           360,493     210,907    71
                                       14
</TABLE>

<TABLE>
BUSINESS SEGMENTS (Unaudited)
(Dollars in thousands)
<CAPTION>
                         THREE MONTHS ENDED JUNE 30,       SIX MONTHS ENDED JUNE 30,       TWELVE MONTHS ENDED JUNE 30,

                                                 Increase                       Increase                          Increase
                                                (Decrease)                     (Decrease)                        (Decrease)
                              1994      1993         %        1994        1993        %       1994        1993        %
REVENUES AND SALES:
<S>                        <C>       <C>           <C>      <C>         <C>           <C>   <C>           <C>         <C>
  Telephone                $295,367  $245,987       20    $  589,659  $  488,362       21   $1,117,391  $  974,476     15
  Information Services      215,423   163,772       32       415,215     321,611       29      771,357     612,232     26
  Product Distribution      105,391    97,529        8       208,026     190,360        9      388,358     375,356      3
  Cellular                   74,108    48,268       54       141,166      88,885       59      253,496     157,263     61
  Other operations           44,274    13,312      233        89,905      26,374      241      139,864      53,696    160
    Total                  $734,563  $568,868       29    $1,443,971  $1,115,592       29   $2,670,466  $2,173,023     23


OPERATING INCOME:
  Telephone                $100,395  $ 85,922       17    $  201,954  $  169,247       19   $  385,901  $  333,787     16
  Information Services       34,397    30,002       15        63,726      59,052        8      121,282     104,174     16
  Product Distribution        5,765     4,472       29        11,154       9,180       22       18,968      18,068      5
  Cellular                   21,825    10,793      102        36,949      18,076      104       63,165      31,120    103
  Other operations            4,329     2,129      103         8,978       4,501       99       13,668      10,061     36
  Corporate Expenses         (4,803)   (6,619)     (27)      (10,576)    (10,116)       5      (21,693)    (16,050)    35
    Total                  $161,908  $126,699       28    $  312,185  $  249,940       25   $  581,291  $  481,160     21
                                        
</TABLE>
                                        15

<TABLE>
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(Dollars in thousands, except per share amounts)
<CAPTION>

                          THREE MONTHS ENDED JUNE 30,    SIX MONTHS ENDED JUNE30,       TWELVE MONTHS ENDED JUNE 30,

                              1994          1993           1994         1993              1994          1993
<S>                        <C>           <C>           <C>          <C>                <C>           <C>
REVENUES AND SALES          $734,563      $568,868      $1,443,971   $1,115,592         $2,670,466    $2,173,023

COSTS AND EXPENSES:
   Cost of products sold     106,863        92,521         211,253      179,050            385,323       349,726
   Operations                327,164       238,957         646,797      466,214          1,187,807       906,325
   Maintenance                38,138        31,160          73,380       62,578            141,961       125,414
   Depreciation and
     amortization             84,576        64,517         167,504      128,323            311,617       253,435
   Taxes, other than
     income taxes             15,914        15,014          32,852       29,487             62,467        56,963
   Total costs and
     expenses                572,655       442,169       1,131,786      865,652          2,089,175     1,691,863

OPERATING INCOME             161,908       126,699         312,185      249,940            581,291       481,160

Other income, net             (3,058)         (278)         (4,340)       1,071             (3,181)        5,494

Interest expense             (34,510)      (23,336)        (65,995)     (46,234)          (118,507)      (92,635)

Income before net gain
  on exchange of assets,
  other, and income taxes    124,340       103,085         241,850      204,777            459,603       394,019
Net gain on exchange of
  assets and other                --            --              --           --             27,390            --
Income before income
  taxes                      124,340       103,085         241,850      204,777            486,993       394,019
Federal and state
  income taxes                48,153        39,256          93,777       77,792            203,888       145,422
Net income                    76,187        63,829         148,073      126,985            283,105       248,597
Preferred dividends              317           403             627          809              1,396         1,636
Net income applicable to
   common shares            $ 75,870      $ 63,426      $  147,446   $  126,176         $  281,709    $  246,961

PRIMARY EARNINGS PER SHARE:     $.40          $.34            $.78         $.68              $1.49         $1.32

</TABLE>
                                         16

CONSOLIDATED BALANCE SHEETS (Unaudited)


ASSETS (Dollars in thousands)
                                              JUNE 30,     DEC.31,     JUNE 30,
                                               1994          1993        1993
CURRENT ASSETS:
   Cash and short-term investments         $   30,839    $   7,881   $   42,799
   Accounts receivable                        466,195      379,743      269,530
   Materials and supplies                      27,203       22,321       23,529
   Inventories                                 69,621       68,673       63,238
   Prepaid expenses                            18,269       15,520       14,850
   Total current assets                       612,127      494,138      413,946

Investments                                   296,194      382,343      169,714
Excess of cost over equity in
   subsidiary companies                       495,287      508,227      397,950

PROPERTY, PLANT AND EQUIPMENT:
   Telephone                                3,600,850    3,555,020    2,901,147
   Information Services                       334,628      290,737      222,252
   Other                                      273,150      235,884      199,291
   Under construction                         242,958      153,196      145,788
   Total property, plant and equipment      4,451,586    4,234,837    3,468,478
   Less accumulated depreciation            1,677,306    1,558,403    1,313,821
   Net property, plant and equipment        2,774,280    2,676,434    2,154,657
Other assets                                  240,527      209,316      181,471
TOTAL ASSETS                               $4,418,415   $4,270,458   $3,317,738

                                             17
LIABILITIES AND SHAREHOLDERS' EQUITY

                                                 JUNE 30,    DEC. 31,  JUNE 30,
                                                   1994        1993      1993


CURRENT LIABILITIES:
   Current maturities of long-term debt     $    56,580  $   44,138  $   32,277
   Accounts payable                             225,412     221,569     183,376
   Advance payments and customers' deposits      63,754      62,490      62,351
   Accrued taxes                                 43,151      35,053      24,435
   Accrued interest, dividends and other        197,692     209,395     129,504
   Other current liabilities                     36,055      35,937      51,623
   Total current liabilities                    622,644     608,582     483,566

DEFERRED CREDITS:
   Investment tax                                35,031      38,575      42,187
   Income taxes                                 346,741     377,253     250,555
   Total deferred credits                       381,772     415,828     292,742

Long-term debt                                1,714,057   1,596,032   1,069,266
Other liabilities                               126,523      86,681      92,471
Preferred stock, redeemable                       8,046       8,627       8,969

SHAREHOLDERS' EQUITY
   Preferred stock                                9,358       9,405       9,457
   Common stock                                 187,851     187,458     185,117
   Additional capital                           337,072     333,698     321,315
   Unrealized holding gain on investments        63,848     121,507          --
   Retained earnings                            967,244     902,640     854,835
   Total shareholders' equity                 1,565,373   1,554,708   1,370,724
TOTAL LIABILITIES AND
   SHAREHOLDERS' EQUITY                      $4,418,415  $4,270,458  $3,317,738
                                    
                                          18
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)
<CAPTION>

                                                    Six Months       Twelve Months
                                                  Ended June 30,     Ended June 30,
                                                   1994     1993       1994     1993
<S>                                              <C>      <C>       <C>         <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES         $246,344 $273,821  $  541,628  $592,976

CASH USED IN INVESTING:
 Additions to property, plant and equipment        256,360  190,623     491,908   386,626
 Companies purchased, net of cash acquired              --       --     443,000        --
 Additions to investments                            1,676   15,048       7,069    26,749
 Other, net                                         15,811   24,476      77,871    35,389
   Net cash used in investing activities           273,847  230,147   1,019,848   448,764

CASH (PROVIDED) USED IN FINANCING:
 Dividends on preferred and common stock            83,196   74,817     162,489   143,066
 Reductions in long-term debt                      135,386   29,472     197,050   117,887
 Long-term debt issued                            (265,853) (69,549)   (824,108) (121,798)
 Common stock issued                                (3,117)  (3,934)     (4,939)   (3,796)
 Other, net                                            (73)     492       3,248       802
   Net cash (provided) used in
     financing activities                          (50,461)  31,298    (466,260)  136,161

Increase (decrease) in cash
 and short-term investments                         22,958   12,376     (11,960)    8,051

CASH AND SHORT-TERM INVESTMENTS:
 Beginning of period                                 7,881   30,423      42,799    34,748
 End of period                                    $ 30,839 $ 42,799   $  30,839  $ 42,799



















                                   19




To ALLTEL STOCKHOLDERS:

ALLTEL Corporation recently announced its financial results for the
quarter ended June 30, 1994.
     Second quarter earnings were 40 cents per share compared to 34
cents per share a year ago, an 18 percent increase. Net income for
the second quarter of 1994 was $76,187,000, compared to $63,829,000
in the second quarter of 1993, an increase of 19 percent. Revenues
and sales were $734,563,000, up 29 percent from $568,868,000 in the
corresponding quarter of 1993.
     Earnings per share for the six months ended June 30, 1994 were
78 cents, compared to 68 cents a year ago, a 15 percent increase. Net
income was $148,073,000 compared to $126,985,000 in the year-ago
period, reflecting an increase of 17 percent. Revenues and sales were
$1,443,971,000, an increase of 29 percent over $1,115,592,000 in
1993.
     ALLTEL continues to produce accelerating earnings growth with
second quarter results showing increased contributions to earnings by
all of the Company's core business units.
     Telephone produced solid results due to our recent expansion in
Georgia, steady access line growth and continued focus on cost
controls.
     Information services recorded another quarter of strong sales
with operating income also returning to double-digit growth levels as
margins continue to improve on the surge of new contracts signed in
recent quarters. In addition, results continue to be enhanced by
increased software sales from Systematics international and TDS
Healthcare.
     Cellular again generated outstanding growth in revenues,
operating income and customers. In addition, cellular's key operating
results -- including churn and penetration rates as well as cost to
add a new customer -- continue to be among the best in the industry.
As a result, this unit once again contributed approximately 30
percent of ALLTEL's growth in operating income.
     Product distribution showed improved performance over its year-
ago results, with both sales and operating income reaching all-time
highs.

                            20

ALLTEL NAMES NEW BOARD MEMBER

Lawrence L. Gellerstedt III, chairman and chief executive officer of
Beers Construction Co. in Atlanta, Ga., has been elected to ALLTEL's
board of directors.
     Gellerstedt, 38, serves on the boards of a number of
organizations including the Hospital Equipment Finance Authority of
the State of Georgia, NationsBank of Georgia, St. Joseph's Mercy
Foundation, Holloway Installation Co., Southern Mills, Inc. and the
Construction Industry Presidents Forum.


ALLTEL RISES IN BUSINESS RANKINGS

ALLTEL's solid financial results have once again increased the
CompanyOs standing in the Forbes 500.
     ALLTEL advanced to 180th in market value as of March 18, 1994,
up from 198th in the previous year's ranking.
     The company also rose to 392nd in assets and 417th in sales. In
the category of net profits, ALLTEL placed 209th.
     In addition, for the first time, Fortune magazine has ranked
ALLTEL among the 500 largest service corporations in America.
     The Company placed in two overall categories of Fortune's 1993
Service 500. ALLTEL produced the 27th highest 10-year total return to
investors and the 48th highest return on sales and revenues.

BOARD DECLARES REGULAR QUARTERLY DIVIDENDS

The Company's Board of Directors declared regular quarterly dividends
on ALLTEL common stock. The 22 cent dividend is payable Oct. 3, 1994
to stockholders of record as of Sept. 2, 1994.
     Regular quarterly dividends were also declared on all series of
the Company's preferred stock. Preferred dividends are payable on
Sept. 15, 1994 to stockholders of record as of Aug. 24, 1994.

ALLTEL's record of excellent financial performance is the result of a
prudent, but diligent, strategy. We have expanded into the fast-
growing cellular and information services markets, while
strengthening our core telephone business. Through this strategy, the
Company has achieved a well-diversified business mix that positions
the Company for continued success.








Joe T. Ford,
Chairman and Chief Executive Officer
July 21, 1994


                                  21

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