Prospectus Supplement dated May 11, 1999
(to Prospectus dated April 21, 1999)
Filed Pursuant to Rule 424(b)(3) and (c)
File Number 333-76485
22,500 Shares
ALLTEL CORPORATION
Common Stock
This prospectus supplement supplements the prospectus dated April 21,
1999 of ALLTEL Corporation relating to the public offering and sale by certain
shareholders of ALLTEL of up to 22,500 shares of ALLTEL's common stock received
in connection with ALLTEL's acquisition of Standard Group, Inc., a Georgia
corporation. This prospectus supplement should be read in conjunction with the
prospectus, and this prospectus supplement is qualified by reference to the
prospectus except to the extent that information contained in this prospectus
supplement supersedes the information contained in the prospectus.
SELLING SHAREHOLDERS
On April 30, 1999, Kay S. Swanson donated 22,500 shares of ALLTEL
common stock to the Piedmont College Reserve Fund, which donee was not
specifically named in the prospectus. The following table provides certain
information with respect to the number of shares of ALLTEL common stock
beneficially owned by a shareholder of the company who was not specifically
identified in the prospectus as a selling shareholder and the number of shares
of ALLTEL common stock to be registered for sale hereby. The table of selling
shareholders in the prospectus is hereby amended to include the Piedmont College
Reserve Fund as a selling shareholder.
Number of Shares that May
Number of Shares Held Be Offered Pursuant to
Name of Selling Shareholder Prior to this Offering this Offering
Piedmont College Reserve Fund 22,500 22,500
