ALLTEL CORP
S-3, 1997-09-22
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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           As filed with the Securities and Exchange Commission on
           September 22, 1997
                                         Registration No. 333-____
           ========================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   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)

                               Francis X. Frantz
                     Senior Vice President-External Affairs
                               One Allied Drive
                          Little Rock, Arkansas 72202
                                (501) 661-8000

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


     Approximate date of commencement of proposed sale to the public: The
securities to be registered on this form are to be offered for the account of
certain selling shareholders from time to time after the effective date of the
Registration Statement.

     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>

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.___

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.___

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.___



                         CALCULATION OF REGISTRATION FEE

                        Amount       Proposed     Proposed      Amount of
Title of                to be        Maximum      Maximum      Registration
Securities            Registered     Offering     Aggregate        Fee
to be Registered                     Price Per    Offering
                                      Share*       Price
 
 
Common Stock,           471,922       $32.19     $15,191,169      $4,557
$1.00 Par Value


*    Estimated solely for the purpose of calculating the registration fee
     in accordance with Rule 457(c), based on the average of the high and
     low sales prices of a share of Common Stock on September 15, 1997 as
     reported by the New York Stock Exchange.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.

<PAGE>
PROSPECTUS        SUBJECT TO COMPLETION DATED SEPTEMBER 22, 1997

                                471,922 Shares

                              ALLTEL CORPORATION

                                 Common Stock

     All of the 471,922 shares (the "Shares") of common stock, $1 par value
("Common Stock"), are being offered hereby for the account of certain selling
shareholders (the "Selling Shareholders"). See "Selling Shareholders." The
Company will not receive any of the proceeds from the sale of the Shares
offered hereby.  The closing price per share of the Company's Common Stock on
the New York Stock Exchange (Symbol "AT") on September 15, 1997 was $32.125.
     
     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
               __________________________________________________

     The Shares offered by this Prospectus are being offered by the Selling
Shareholders in one or more open market transactions on the New York Stock
Exchange, in privately negotiated transactions or in a combination thereof.

     INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.  A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.  THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE.  THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATE.
 
                                ________________, 1997
<PAGE>

                             AVAILABLE INFORMATION

     The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement under the Securities Act of 1933, with
respect to the Shares being offered hereby.  This Prospectus does not contain
all of the information set forth in the Registration Statement and the exhibits
and schedules thereto.  For further information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statement
and to the exhibits filed as a part thereof. Statements contained in this
Prospectus as to the contents of any contract or other document are not
necessarily complete, and, in each instance, reference is made to the copy of
such contract or document filed as an exhibit to the Registration Statement,
including exhibits and schedules thereto.  The Registration Statement may be
inspected without charge at the Commission's principal offices in Washington,
D.C.  Copies of the Registration Statement, or any part thereof, may be
obtained from the Commission's principal offices at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C.  20549, upon payment of the fees prescribed
by the Commission.

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Commission.  Such
reports, proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549 and at the Commission's following
Regional Offices:  500 West Madison Street, Suite 1400, Chicago, Illinois,
60661; and 7 World Trade Center, Suite 1300, New York, New York 10048.  Copies
of such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.  20549,
at prescribed rates.  The Commission maintains a web site that also contains
such material which is located at http://www.sec.gov. The Company's Common
Stock is listed on the New York Stock Exchange and the Pacific Stock Exchange.
Reports, proxy statements and other information is filed with, and may be
inspected at, such exchanges.

                       DOCUMENTS INCORPORATED BY REFERENCE

     The Company incorporates by reference herein its (i) Annual Report on
Form 10-K for the fiscal year ended December 31, 1996, as amended by an
Amendment No. 1 dated April 28, 1997; (ii) Quarterly Reports on Form 10-Q for
each of the fiscal quarters ended March 31, 1997 and June 30, 1997; (iii)
Current Report on Form 8-K dated January 30, 1997, and (iv) the description of
the Company's Common Stock and the related Preferred Stock Purchase Rights

                                        2
<PAGE>
contained in the Company's Form 8-A dated January 30, 1997 and any other
registration statements filed pursuant to Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

     All reports filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date
of this Prospectus and prior to the termination of the offering of the
securities offered hereby, shall be deemed to be incorporated herein by
reference and to be a part hereof from their respective dates of filing.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for all purposes to the extent that a statement contained in this Prospectus or
in any other subsequently filed document which is also incorporated by
reference modifies or supersedes such statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.  The Company will provide without charge
to each person, including any beneficial owner, to whom a copy of this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents incorporated by reference herein (other
than exhibits to such documents).  Requests should be directed to: Ms. Shawne
Leach, Vice President-Investor Relations of ALLTEL Corporate Services, Inc.,
One Allied Drive, Little Rock, Arkansas  72202; telephone (501) 661-8000.

     No person is authorized to give any information or to make any
representation not contained in this Prospectus, and if given or made, such
information or representation should not be relied upon as having been
authorized by the Company in connection with the offering made by this
Prospectus.  This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to purchase, the securities offered by this Prospectus
in any jurisdiction in which it is unlawful to make such an offer or
solicitation of an offer.  Neither the delivery of this Prospectus nor any
distribution of the securities offered pursuant to this Prospectus shall, under
any circumstances, create any implication that there has been no change in the
information set forth herein or in the affairs of the Company or any of its
respective subsidiaries since the date of this Prospectus.

                                  THE COMPANY

     The Company is a customer-focused information technology company that
provides wireline and wireless communications and information services. The
Company owns subsidiaries or investments that provide wireline local and
network access service, wireless communications, wide-area paging and fiber
optic-based long-distance telephone service, and information processing

                                        3

<PAGE>
management services and advanced applications software. Telecommunications
products and electronic and electric wire and cable are warehoused and sold by
the Company's distribution subsidiaries.  The Company also publishes telephone
directories for affiliates and other independent telephone companies.

     The Company's principal executive offices are located at One Allied
Drive, Little Rock, Arkansas 72202 and its telephone number is (501)6618000.


                                USE OF PROCEEDS

     The Company will not receive any of the proceeds from the sale of
Common Stock offered hereby, nor will any such proceeds be available for use
by it or for its benefit.


                             SELLING SHAREHOLDERS

     All of the 471,922 shares of Common Stock offered hereby are being offered
for the account of the following Selling Shareholders:

                                   W. Charles DeLoach, Jr.
                                   Gloria D. Deloach
                                   Jane Anne Sullivan

The Selling Shareholders are currently the sole shareholders of Georgia
Telephone Corporation ("GTC").  Currently, Ms. DeLoach serves as Vice President
and as a member of the board of directors of GTC, and Ms. Sullivan serves as
Secretary and Treasurer and as a member of the board of directors of GTC.  Mr.
DeLoach holds no office with GTC.   On or about September 30, 1997, the
Company, through a wholly-owned subsidiary, plans to complete a merger with GTC
whereby the Shares (which are currently issued and held in treasury by the
Company), along with cash payments, will be exchanged for all the outstanding
shares of capital stock of GTC.  Upon completion of the merger, none of the
Selling  Shareholders will hold any office, or be subject to any employment or
consulting agreements, with the Company or any of its affiliates.  In
connection with the merger, the Company has agreed to, among other things, file
the Registration Statement of which the Prospectus is a part with the
Commission registering the Shares.  The plan of merger relating to the merger
provides that the registration expenses incurred in connection with the
Registration Statement are to be borne by the Company. The  Company is
obligated to use its reasonable best efforts to cause the Registration
Statement to become effective and to maintain the effectiveness of the

                                        4

<PAGE>

Registration Statement until the earlier of (i) two years after the effective
date of the merger or (ii) the date the Shares become transferable without
registration pursuant to Rule 145 of the Securities Act.

     The following table sets forth the number of shares of Common Stock to be
received by each Selling Shareholder in the merger and the number of shares
of Common Stock that may be offered by each individual pursuant to the offering
described herein:

                                    Number of shares of Common Stock
                                    to be Received and that may be
            Name                    Offered Pursuant to this Offering
  --------------------------        ---------------------------------
   W. Charles DeLoach, Jr.                       235,431
   Gloria D. Deloach                               1,060
   Jane Anne Sullivan                            235,431
                                                --------
                                                 471,922


                             PLAN OF DISTRIBUTION

     The Company's Common Stock is traded on the New York Stock Exchange
under the symbol "AT."  The distribution of the shares offered hereby will be
effected by the Selling Shareholders in one or more open market transactions on
the New York Stock Exchange, in privately negotiated transactions or in a
combination thereof.  The public price at which the Common Stock will be sold
will be determined by prices as reported by the New York Stock Exchange or
through private negotiations between the buyer and the Selling Shareholders or
their respective agents. Any such transaction may involve the payment of broker
or dealer fees, commissions, or other remuneration to be negotiated and paid by
the Selling Shareholders at the time of the transaction.

     The Company has agreed to pay all expenses of the preparation and filing
of the Registration Statement of which this Prospectus is a part. See "Selling
Shareholders."

                      INTEREST OF NAMED EXPERTS AND COUNSEL

     The validity of the Shares of Common Stock being registered hereunder is
being passed upon for ALLTEL by the Rose Law Firm, a Professional Association,
120 East Fourth Street, Little Rock, Arkansas 72201.  Members of that firm
beneficially owned 18,327 shares of ALLTEL Common Stock with an aggregate
market value of $588,755 on September 15, 1997.

                                        5
<PAGE>
                                     EXPERTS
     The consolidated financial statements of ALLTEL Corporation incorporated
by reference in ALLTEL Corporation's Annual Report (Form 10-K) for the year
ended December 31, 1996, have been audited by Arthur Andersen LLP, 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.

                                        6
<PAGE>

                                    PART II
Item 14.  Other Expenses of Issuance and Distribution

     The expenses in connection with the offering of the securities being
registered, all of which are to be paid by the Company, are estimated as
follows:


Item                                   Amount
SEC Registration Fee  . . . . . . . . $ 4,557
Fees and Expenses of Counsel  . . . .   3,000
Miscellaneous . . . . . . . . . . . .   1,000
         TOTAL  . . . . . . . . . . . $ 8,557
______________________________

Item 15.  Indemnification of Directors and Officers

     Article VII of ALLTEL's Amended and Restated Certificate of Incorporation
(the "Certificate") provides for the indemnification of directors, officers,
agents and employees for expenses incurred by them and judgments rendered
against them in actions, suits or proceedings in relation to certain matters
brought against them as such directors, officers, agents and employees,
respectively.  The Certificate provides for indemnification to the fullest
extent permitted by the Delaware law.  Any expansion of the protection afforded
directors, officers, employees or agents by the Delaware General Corporation
Law is automatically extended to ALLTEL's directors, officers, employees or
agents, as the case may be.  The Certificate also permits ALLTEL to advance
expenses incurred by a director or officer in a legal proceeding prior to final
disposition of the proceeding.

     In addition to indemnity provisions contained in the Certificate,
ALLTEL has entered into indemnity agreements with its directors and officers.
Under these indemnity agreements, ALLTEL will indemnify its directors and
officers to the fullest extent permitted or authorized by the Delaware General
Corporation Law, as it may from time to time be amended, or by any other
statutory provisions authorizing or permitting such indemnification.  Under the
terms of certain insurance policies maintained by ALLTEL, directors and
officers of ALLTEL are insured against certain liabilities, including
liabilities arising under the Securities Act of 1933 (the "Securities Act").
ALLTEL will indemnify such officers and directors under the indemnity
agreements from all losses arising out of claims made against them except those
based upon illegal personal profit, recovery of short-swing profits or
dishonesty; provided, however, that ALLTEL's obligations will be satisfied to
the extent of any reimbursement under such insurance.

                                     II-1

                                        7
<PAGE>
     The Delaware General Corporation Law permits a Delaware corporation to
indemnify directors, officers, employees and agents under some circumstances
and mandates indemnification under certain limited circumstances.  The Delaware
General Corporation Law permits a corporation to indemnify an officer,
director, employee or agent for fines, judgments or settlements, as well as
expenses in the context of actions other than derivative actions, if such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation.  Indemnification against
expenses incurred by a director, officer, employee or agent in connection with
a proceeding against such person for actions in such capacity is mandatory to
the extent that such person has been successful on the merits.  If a director,
officer, employee or agent is determined to be liable to the corporation,
indemnification for expenses is not allowable, subject to limited exceptions
where a court deems the award of expenses appropriate.  The Delaware General
Corporation Law grants express power to a Delaware corporation to purchase
liability insurance for its directors, officers, employees and agents,
regardless whether any such person is otherwise eligible for indemnification by
the corporation.  Advancement of expenses is permitted, but a person receiving
such advances must repay those expenses if it is ultimately determined that he
is not entitled to indemnification.

Item 16.  Exhibits

     The exhibits set forth on the Exhibit Index are furnished in connection
with this registration statement and are incorporated by reference herein.

Item 17.  Undertakings

A.  The Registrant hereby undertakes:

   (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

         (i)  to include any prospectus required by Sec. 10(a)(3) of the
Securities Act;

        (ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of the securities offered would not exceed
that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of a prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum

                                     II-2

                                        8
<PAGE>
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and

       (iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Sec. 13 or Sec. 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement;

   (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

   (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

B.  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C.  Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                     II-3

                                        9
<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 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 22nd of
September, 1997.



                                ALLTEL CORPORATION
                                

                                By  /s/Francis X. Frantz
                                     Francis X. Frantz
                                     Senior Vice President - External Affairs



     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.




      Signature                   Title                         Date


    *JOE T. FORD                  Chairman,Chief Executive  September 22, 1997
    (Joe T. Ford)                 Officer and Director

    *SCOTT T. FORD                President and Director    September 22, 1997
    (Scott T. Ford)

    *DENNIS J. FERRA              Senior Vice President     September 22, 1997
    (Dennis J. Ferra)             and Chief Financial Officer

    *JOHN M. MUELLER              Controller                September 22, 1997
    (John M. Mueller)

    *MICHAEL D. ANDREAS           Director                  September 22, 1997
    (Michael D. Andreas)

                                     II-4

                                       10
<PAGE>

    *JOHN R. BELK                 Director                  September 22, 1997
    (John R. Belk)

    *Lawrence L. Gellerstedt III  Director                  September 22, 1997
    (Lawrence L. Gellerstedt III)

    *W. W. JOHNSON                Director                  September 22, 1997
    (W. W. Johnson)

    *EMON A. MAHONY, JR.          Director                  September 22, 1997
    (Emon A. Mahony, Jr.)

    *JOHN P. MCCONNELL            Director                  September 22, 1997
    (John P. McConnell)

    *JOSIE C. NATORI              Director                  September 22, 1997
    (Josie C. Natori)

    *RONALD TOWNSEND              Director                  September 22, 1997
    (Ronald Townsend)

    *WILLIAM H. ZIMMER            Director                  September 22, 1997
    (William H. Zimmer)


*BY /s/Francis X. Frantz
   (Francis X. Frantz, Attorney-in-Fact)                    September 22, 1997

                                     II-5

                                       11

<PAGE>

                                 EXHIBIT INDEX


Official
Exhibit
  No.                  Description
  
  4.1       -  Amended and Restated Certificate of Incorporation (Incorporated
                herein by reference to Exhibit B to ALLTEL's Proxy Statement
                dated March 9, 1990)
  4.2       -  Bylaws of ALLTEL Corporation (Incorporated herein by reference
                to Exhibit 3(b) to ALLTEL's Form SE dated February 17, 1993)
  4.3       -  Rights Agreement, dated as of January 30, 1997, between
                ALLTEL Corporation and First Union National Bank of
                North Carolina (Incorporated herein by reference to
                ALLTEL's Form 8-A dated January 30, 1997, filed with the
                Commission on February 4, 1997)
  5         -  Opinion of Rose Law Firm as to the legality of the
                Securities.
  23.1      -  Consent of Counsel is contained in Opinion of Counsel
                filed as Exhibit 5.
  23.2      -  Consent of Arthur Andersen LLP, Independent
                Public Accountants.
  24        -  Powers of Attorney.

                                       12



                                                     EXHIBIT 5
                                 ROSE LAW FIRM
                          a Professional Association
                                   Attorneys
                            120 East Fourth Street
                       Little Rock, Arkansas  72201-2893
 
                           Telephone (501) 375-9131
                          Telecopier (501) 375-1309


                                                      September 19, 1997


ALLTEL Corporation
One Allied Drive
Little Rock, Arkansas  72202

     Re: ALLTEL Corporation Form S-3 Registration Statement

Gentlemen:


     We have acted as counsel for ALLTEL Corporation (the "Company") in
connection with the registration under the Securities Act of 1933, as amended,
of 471,922 shares (the "Shares") of the Company's Common Stock, $1.00 par
value, issued in connection with the merger of a wholly-owned subsidiary of the
Company with and into Georgia Telephone Corporation.

     We have examined such documents, records, and matters of law as we have
deemed necessary for the purposes of this opinion.  Based upon such examination
and on the assumptions set forth below it is our opinion that the Shares have
been duly and validly authorized by the Company and are validly and legally
issued, fully paid and nonassessable.

     In rendering the foregoing opinion, we have relied as to certain factual
matters upon certificates of officers of the Company and public officials, and
we have not independently checked or verified the accuracy of the statements
contained therein.  In addition, our examination of matters of law has been
limited to the General Corporation Law of the State of Delaware and the federal
laws of the United States of America, in each case as in effect on the date
hereof.

     We hereby consent to the use of this opinion as an exhibit to the
referenced Registration Statement.

                                                 Very truly yours,
                                                 ROSE LAW FIRM,
                                                 a Professional Association


                                                 By:  /s/Richard N. Massey
                                                         Richard N. Massey

                                       13


                                                     EXHIBIT 23.2

                           CONSENT OF ARTHUR ANDERSEN LLP
                      CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 31, 1997,
included or incorporated by reference in ALLTEL Corporation's Form 10-K for
the year ended December 31, 1996, and to all references to our Firm included
in this registration statement.



                                           /S/ARTHUR ANDERSEN LLP
                                              ARTHUR ANDERSEN LLP


Little Rock, Arkansas
September 19, 1997

                                       14



                                                     EXHIBIT 24

                                 POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant
to authorization of the Board of Directors of the Corporation, hereby appoints
Scott T. Ford, Dennis J. Ferra and Francis X. Frantz, or any of them, 
attorney-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to sign
a Registration Statement on Form S-3, and any amendments (including
post-effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any applicable
Rule under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of the Corporation's common
stock received in connection with the Corporation's acquisition of Georgia
Telephone Corporation by the stockholders thereof, and generally to do and
perform all things necessary to be done in connection with the foregoing as
fully in all respects as I could do personally.

     IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
September, 1997.

                                    Signed:  /s/Joe T. Ford
                                    Name:       Joe T. Ford

                                       15

<PAGE>

                                 POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Dennis J. Ferra and Francis X. Frantz, or any of them, attorney-in-
fact and agents for me and in my name and on my behalf, individually and as a
Director or Officer, or both, of the Corporation, to sign a Registration
Statement on Form S-3, and any amendments (including post-effective amendments)
and supplements thereto, of the Corporation to be filed with the Securities and
Exchange Commission pursuant to any applicable Rule under the Securities Act of
1933, as amended (the "Act"), with respect to registering some or all of the
unregistered shares of the Corporation's common stock received in connection
with the Corporation's acquisition of Georgia Telephone Corporation by the
stockholders thereof, and generally to do and perform all things necessary to
be done in connection with the foregoing as fully in all respects as I could do
personally.

     IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
September, 1997.

                                    Signed:  /s/Scott T. Ford
                                    Name:       Scott T. Ford

                                       16

<PAGE>

                                 POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford and Francis X. Frantz, or any of them,
attorney-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to sign
a Registration Statement on Form S-3, and any amendments (including
post-effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any applicable
Rule under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of the Corporation's common
stock received in connection with the Corporation's acquisition of Georgia
Telephone Corporation by the stockholders thereof, and generally to do and
perform all things necessary to be done in connection with the foregoing as
fully in all respects as I could do personally. 
     
     IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
September, 1997.

                                    Signed:  /s/Dennis J. Ferra
                                    Name:       Dennis J. Ferra

                                       17

<PAGE>

                                 POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Dennis J. Ferra and Francis X. Frantz, or any of
them, attorney-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to sign
a Registration Statement on Form S-3, and any amendments (including
post-effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any applicable
Rule under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of the Corporation's common
stock received in connection with the Corporation's acquisition of Georgia
Telephone Corporation by the stockholders thereof, and generally to do and
perform all things necessary to be done in connection with the foregoing as
fully in all respects as I could do personally.

     IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
September, 1997.

                                    Signed:  /s/John M. Mueller
                                    Name:       John M. Mueller

                                       18

<PAGE>
                                 POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Dennis J. Ferra and Francis X. Frantz, or any of
them, attorney-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to
sign a Registration Statement on Form S-3, and any amendments (including
post-effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any applicable
Rule under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of the Corporation's common
stock received in connection with the Corporation's acquisition of Georgia
Telephone Corporation by the stockholders thereof, and generally to do and
perform all things necessary to be done in connection with the foregoing as
fully in all respects as I could do personally.

     IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
September, 1997.

                                    Signed:  /s/Michael D. Andreas
                                    Name:       Michael D. Andreas

                                       19

<PAGE>
                                 POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Dennis J. Ferra and Francis X. Frantz, or any of
them, attorney-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to sign
a Registration Statement on Form S-3, and any amendments (including
post-effective amendments) and supplements thereto, of the Corporation to b1
filed with the Securities and Exchange Commission pursuant to any applicable
Rule under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of the Corporation's common
stock received in connection with the Corporation's acquisition of Georgia
Telephone Corporation by the stockholders thereof, and generally to do and
perform all things necessary to be done in connection with the foregoing as
fully in all respects as I could do personally.

     IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
September, 1997.

                                    Signed:  /s/John R. Belk
                                    Name:       John R. Belk

                                       20

<PAGE>

                                  POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Dennis J. Ferra and Francis X. Frantz, or any of
them, attorney-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to sign
a Registration Statement on Form S-3, and any amendments (including
post-effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any applicable
Rule under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of the Corporation's common
stock received in connection with the Corporation's acquisition of Georgia
Telephone Corporation by the stockholders thereof, and generally to do and
perform all things necessary to be done in connection with the foregoing as
fully in all respects as I could do personally.

     IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
September, 1997.

                                    Signed:  /s/Lawrence L. Gellerstedt, III
                                    Name:       Lawrence L. Gellerstedt, III

                                       21

<PAGE>

                                  POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Dennis J. Ferra and Francis X. Frantz, or any of
them, attorney-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to sign
a Registration Statement on Form S-3, and any amendments (including
post-effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any applicable
Rule under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of the Corporation's common
stock received in connection with the Corporation's acquisition of Georgia
Telephone Corporation by the stockholders thereof, and generally to do and
perform all things necessary to be done in connection with the foregoing as
fully in all respects as I could do personally. 

     IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
September, 1997.

                                    Signed:  /s/W. W. Johnson
                                    Name:       W. W. Johnson

                                       22

<PAGE>

                                  POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Dennis J. Ferra and Francis X. Frantz, or any of
them, attorney-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to sign
a Registration Statement on Form S-3, and any amendments (including
post-effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any applicable
Rule under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of the Corporation's common
stock received in connection with the Corporation's acquisition of Georgia
Telephone Corporation by the stockholders thereof, and generally to do and
perform all things necessary to be done in connection with the foregoing as
fully in all respects as I could do personally.

     IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
September, 1997.

                                    Signed:  /s/Emon A. Mahony, Jr.
                                    Name:       Emon A. Mahony, Jr.

                                       23

<PAGE>

                                  POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Dennis J. Ferra and Francis X. Frantz, or any of
them, attorney-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to sign
a Registration Statement on Form S-3, and any amendments (including
post-effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any applicable
Rule under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of the Corporation's common
stock received in connection with the Corporation's acquisition of Georgia
Telephone Corporation by the stockholders thereof, and generally to do and
perform all things necessary to be done in connection with the foregoing as
fully in all respects as I could do personally.

     IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
September, 1997.

                                    Signed:  /s/John P. McConnell
                                    Name:       John P. McConnell

                                       24

<PAGE>

                                  POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Dennis J. Ferra and Francis X. Frantz, or any of
them, attorney-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to sign
a Registration Statement on Form S-3, and any amendments (including
post-effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any applicable
Rule under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of the Corporation's common
stock received in connection with the Corporation's acquisition of Georgia
Telephone Corporation by the stockholders thereof, and generally to do and
perform all things necessary to be done in connection with the foregoing as
fully in all respects as I could do personally.

     IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
September, 1997.

                                    Signed:  /s/Josie C. Natori
                                    Name:       Josie C. Natori

                                       25

<PAGE>

                                  POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Dennis J. Ferra and Francis X. Frantz, or any of
them, attorney-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to sign
a Registration Statement on Form S-3, and any amendments (including
post-effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any applicable
Rule under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of the Corporation's common
stock received in connection with the Corporation's acquisition of Georgia
Telephone Corporation by the stockholders thereof, and generally to do and
perform all things necessary to be done in connection with the foregoing as
fully in all respects as I could do personally.

     IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
September, 1997.
                                    Signed:  /s/Ronald Townsend
                                    Name:       Ronald Townsend

                                       26
<PAGE>

                                  POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Dennis J. Ferra and Francis X. Frantz, or any of
them, attorney-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to sign
a Registration Statement on Form S-3, and any amendments (including
post-effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any applicable
Rule under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of the Corporation's common
stock received in connection with the Corporation's acquisition of Georgia
Telephone Corporation by the stockholders thereof, and generally to do and
perform all things necessary to be done in connection with the foregoing as
fully in all respects as I could do personally.

     IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
September, 1997.

                                    Signed:  /s/William H. Zimmer
                                    Name:       William H. Zimmer

                                       27



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