ALLTEL CORP
S-3, 2000-01-07
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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   As filed with the Securities and Exchange Commission on September 29, 1999
                                                      Registration No. 333-85395
================================================================================
                       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) 905-8000
(Address, including zip code, and telephone number, including area code, of
 registrant's principal executive offices)
                                Francis X. Frantz
                    Executive Vice President-External Affairs
                                One Allied Drive
                           Little Rock, Arkansas 72202
                                  (501)905-8111
(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: From
time to time after the effective date of this Registration Statement as
determined by market conditions.
         If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [  ]
         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ x ]
         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. [  ]
<TABLE>
                            CALCULATION OF REGISTRATION FEE
- ---------------------------------------------- ---------------------------------------------------------------------
   Title of Shares       Amount to         Proposed Maximum              Proposed Maximum            Amount of
 To be Registered(1)   Be Registered   Aggregate Price per Share(2)   Aggregate Offering Price   Registration Fee(3)
- --------------------   -------------   ----------------------------   ------------------------   -------------------
<S>                    <C>             <C>                            <C>                        <C>
    Common Stock,        729,997              $76.156                      $55,593,652               $14,676.72
    $1 Par Value
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Rights to purchase Series K Preferred Stock of ALLTEL are attached to and
    trade with the ALLTEL Common Stock.
(2) 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 ALLTEL Common Stock on January 6, 2000 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 said Section 8(a),
may determine.


<PAGE>



The information in this prospectus is not complete and may be changed. The
selling shareholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.

                  Subject to Completion, Dated January 7, 2000

                                   PROSPECTUS

                                 729,997 Shares

                               ALLTEL CORPORATION

                                  Common Stock

         The 729,997 shares of ALLTEL common stock covered by this prospectus
are all being offered for the account of the selling shareholders listed on
page 3. We will not receive any proceeds from any sales of these securities.

         Each of the selling shareholders may offer and sell from time to time
shares of ALLTEL common stock directly or through broker-dealers or underwriters
who may act solely as agents, or who may acquire shares as principals. The price
to public and the net proceeds to the selling shareholders from the sale of the
shares will depend on the nature and timing of the sales and therefore will not
be known until the sales are actually made.

         ALLTEL common stock trades on the New York Stock Exchange under the
symbol "AT." On January 6, 2000, the closing price of ALLTEL common stock on the
New York Stock Exchange was $76.00 per share.



         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

         No person is authorized in connection with any offering of the shares
to give any information or to give any representation not contained in this
prospectus, and you should not rely on any such information or representation as
having been authorized by ALLTEL or any selling shareholder. Neither the
delivery of this prospectus nor any sale made hereunder shall under any
circumstances create any implication that the information contained in this
prospectus is correct as of any time subsequent to the date of this prospectus.

                   This Prospectus is dated January 7, 2000.


<PAGE>



                               ALLTEL CORPORATION

         ALLTEL is an information technology company that provides wireline and
wireless communications and information services. ALLTEL provides wireline
local, long-distance, network access and internet services, wireless
communications, wide-area paging service and information management services and
software. ALLTEL also sells telecommunications products and publishes telephone
directories for its affiliates and other telephone companies. ALLTEL's principal
executive offices are located at One Allied Drive, Little Rock, Arkansas 72202,
and its telephone number is (501) 905-8000.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" information filed with
it, which means that we can disclose important information to you by referring
you directly to those documents. The information incorporated by reference is
considered to be part of this prospectus. In addition, information ALLTEL files
with the SEC in the future will automatically update and supersede information
contained in this prospectus. We incorporate by reference ALLTEL current report
on Form 8-K filed January 7, 2000, ALLTEL annual report on Form 10-K for the
year ended December 31, 1998, as amended by Forms 10-K/A filed on March 26,
1999, and April 30, 1999 (except for Item 7 - Management's Discussion and
Analysis of Financial Condition and Results of Operations and Item 8 - Financial
Statements and Supplementary Data), any filings made with the SEC since December
31, 1998, under Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
and any future filings made with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until the selling shareholders sell
all of the securities being offered.

         ALLTEL will provide free copies of any of those documents, if you write
or telephone us at:

                               Investor Relations
                                One Allied Drive
                          Little Rock, Arkansas 72202
                            Telephone (501) 905-8999

                             AVAILABLE INFORMATION

         We have filed this prospectus as part of a registration statement on
Form S-3 with the SEC. The registration statement contains exhibits and other
information that are not contained in this prospectus. Descriptions in this
prospectus of the provisions of documents filed as an exhibit to the
registration statement or otherwise filed with the SEC are only summaries of the
documents' material terms. If you want a complete description of the content of
the documents, you should obtain the documents yourself by following the
procedures described below.


                                       2

<PAGE>


         We file annual, quarterly and special reports and other information
with the SEC. You may read and copy any document we file at the SEC's public
reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
rooms. You may also read our SEC filings, including the complete registration
statement and all of the exhibits to it, through the SEC's web site at
http://www.sec.gov.

                                USE OF PROCEEDS

         All of the shares of ALLTEL common stock covered by this prospectus are
being offered for the account of the selling shareholders listed below.
We will not receive any proceeds from the offering.

                              SELLING SHAREHOLDERS

         All of the 729,997 shares of ALLTEL common stock covered by this
prospectus are being offered for the account of the following selling
shareholders:

                       Betty A. Gleaton Irrevocable Trust
                                Betty A. Gleaton
                                 Karen K. Goes
                                Roberta G. Cown
                              Deborah G. Hardegree

         The selling shareholders represent the current sole shareholders of
Telcom Group, Inc. We plan to complete a merger with Telcom Group, Inc. prior to
January 31, 2000. In the merger, we plan to issue 729,997 shares of ALLTEL
common stock to the selling shareholders in exchange for all of the outstanding
shares of capital stock of Telcom Group, Inc. Other than the merger, none of the
selling shareholders has held any position or office nor has any of them had a
material relationship with ALLTEL or any of its affiliates within the past three
years.

         In connection with the merger, we have agreed to, among other things,
file the registration statement of which this prospectus is a part with the SEC
to register the shares of ALLTEL common stock issued in the merger. We are to
pay all registration expenses incurred in connection with this registration
except that the selling shareholders are to pay all selling commissions,
underwriting discounts and disbursements, transfer taxes and fees and expenses
of separate counsel applicable to their sale of shares of ALLTEL common stock
issued in the merger. We have agreed to use our reasonable best efforts to
maintain the effectiveness of this registration statement until the earlier of
the date of the two year anniversary of the date the merger is completed or the
date each of the selling shareholders' shares of ALLTEL common stock acquired in
the merger become transferable without registration in one transaction in
accordance with Rule 144 of the Securities Act of 1933.


                                       3

<PAGE>


         The following table sets forth the number of shares of ALLTEL common
stock to be held by each selling shareholder prior to the offering and the
number of shares that may be offered for the selling shareholder's account
pursuant to this prospectus.

                                       Number of      Number of Shares
                                      Shares to be        that May Be
                                      Held Prior to   Offered Pursuant
   Name of Selling Shareholder          Offering      to this Offering


Betty A. Gleaton Irrevocable Trust      496,866           496,866
Betty A. Gleaton                         36,427            36,427
Karen K. Goes                            65,568            65,568
Roberta G. Cown                          65,568            65,568
Deborah G. Hardegree                     65,568            65,568
          TOTAL                         729,997           729,997

                              PLAN OF DISTRIBUTION

         The selling shareholders may effect the distribution of the shares in
one or more transactions that may take place through the New York Stock
Exchange, including block trades or ordinary broker's transactions, or through
privately negotiated transactions, an underwritten offering, or a combination of
any such methods of sale. The selling shareholders may also sell the shares
directly to broker-dealers acting as principals and/or to broker-dealers acting
as agents for themselves or their customers. Sales of the shares will be made at
market prices prevailing at the time of sale or at negotiated prices. It is
possible that the selling shareholders will sell the shares at a price per share
below the then market price. In addition, the selling shareholders may enter
into hedging transactions with broker-dealers who may engage in short sales in
the course of hedging the positions they assume with a selling shareholder. The
selling shareholders also may sell the shares short and deliver the shares to
close out their positions, and may loan or pledge their shares to a
broker-dealer who may the have the right to sell the loaned or pledged shares on
default or otherwise. Selling shareholders may pay usual and customary or
specifically negotiated brokerage fees or commissions in connection with such
sales. We have agreed to pay registration expenses incurred in connection with
this registration of approximately $16,677.

         The aggregate proceeds to the selling shareholders from the sale of the
shares will be the purchase price of the ALLTEL common stock sold less the
aggregate agents' commissions and underwriters' discounts, if any, and other
expenses of issuance and distribution not borne by us. The selling shareholders
and any brokers, dealers or agents that participate in the distribution of the
shares may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, and any profit from the sale of the shares by them and any
commissions received by any such brokers, dealers or agents might be deemed to
be underwriting discounts and commissions under the Securities Act of 1933.


                                       4

<PAGE>


                                 LEGAL OPINIONS

         Kutak Rock will provide ALLTEL with an opinion that the shares being
offered in this prospectus are legally and validly issued. Certain partners of
Kutak Rock beneficially owned as of January 5, 2000, 8,049 shares of ALLTEL
common stock.

                                    EXPERTS

         The consolidated financial statements of ALLTEL as of December 31, 1998
and 1997, and for each of the years in the three year period ended December 31,
1998, have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their reports with respect thereto, and are included in ALLTEL's
Current Report on Form 8-K filed on January 7, 2000, and are incorporated herein
by reference, in reliance upon the authority of such firm as experts in
accounting and auditing in giving said reports. The consolidated financial
statements of ALLTEL included in ALLTEL's Current Report on Form 8-K filed on
January 7, 2000, include the financial statements of Aliant Communications Inc.
and subsidiaries, which have been audited by KPMG LLP, independent public
accountants, and the financial statements of Liberty Cellular, Inc. and
subsidiary, which have been audited by Ernst & Young LLP, independent public
accountants, as of December 31, 1998 and 1997 and for the years then ended, and
by Sartain Fischbein & Co., independent public accountants, for the year ended
December 31, 1996, as set forth in their respective reports thereon included in
the Current Report on Form 8-K. The financial statements of Aliant
Communications Inc. and Liberty Cellular, Inc. referred to above are included in
reliance upon such reports given upon authority of such firms as experts in
accounting and auditing.


                                       5
<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.     Securities and Exchange Commission Filing Fee.   $14,677
             Counsel Fees and Expenses.                         1,000
             Miscellaneous Expenses.                            1,000
                                                              -------
             Total                                            $16,677
                                                              =======

Item 15.     Indemnification of Directors and Officers.

         Article VII of the Amended and Restated Certificate of Incorporation of
ALLTEL (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. Article VII of the Certificate also requires ALLTEL, to the
fullest extent expressly authorized by Section 145 of the Delaware General
Corporation Law, to advance expenses incurred by a director or officer in a
legal proceeding prior to final disposition of the proceeding.

         In addition, as permitted under the Delaware General Corporation Law,
ALLTEL has entered into indemnity agreements with its directors and officers.
Under the 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 ALLTEL's directors and officers liability and company reimbursement
insurance policy, directors and officers of ALLTEL are insured against certain
liabilities, including liabilities arising under the Securities Act of 1933.
ALLTEL will indemnify such directors and officers 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. 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 a director, officer, employee, or agent for expenses
actually and reasonably incurred, as well as fines, judgments and amounts paid
in settlement 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
his defense of 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


                                      II-1



<PAGE>


General Corporation Law grants express power to a Delaware corporation to
purchase liability insurance for its directors, officers, employees, and agents,
regardless of 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.

         The Certificate provides for indemnification to the fullest extent
permitted by the Delaware General Corporation Law, as amended from time to time.
Under the Certificate, any expansion of the protection afforded directors,
officers, employees, or agents by the Delaware General Corporation Law will
automatically extend to ALLTEL's directors, officers, employees, or agents, as
the case may be.

         The selling shareholders have agreed to indemnify the Registrant's
directors, its officers who signed the registration statement, and its
controlling persons against certain liabilities that might arise under the
Securities Act of 1933 from information furnished to the Registrant by or on
behalf of any such indemnifying party.

Item 16.          Exhibits.

         5        -        Opinion of Kutak Rock.

         23(a)    -        Consent of Arthur Andersen LLP.

         23(b)    -        Consent of KPMG LLP.

         23(c)    -        Consent of Ernst & Young LLP

         23(d)    -        Consent of Sartain Fischbein & Co.

         23(e)    -        Consent of counsel is contained in Opinion of
                           Counsel filed as Exhibit 5.

         24(a)    -        Powers of Attorney.

Item 17.          Undertakings.

         The undersigned 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 section
10(a)(3) of the Securities Act of 1933;

                  (ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,


                                      II-2


<PAGE>


represent a fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities (if the total dollar value of 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
aggregate offering price set forth in the forth in the "Calculation of
Registration Fee" in this registration statement.

                  (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 the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

         (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.

         (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities and Exchange Act of 1934) that is
incorporated by reference in this 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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 15 (other than the
insurance policies referred to therein), 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 of
1933 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 against the Registrant by such director, officer or


                                      II-3



<PAGE>


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 of 1933 and will be governed by the final
adjudication of such issue.








                                      II-4


<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 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 7th day of
January, 2000.


                                     ALLTEL CORPORATION

                                               By  *JOE T. FORD
                                                  ------------------------------
                                                   (Joe T. Ford, Chairman
                                                    and Chief Executive Officer)

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 7th day of January 2000.


            Signature                                   Title
            ---------                                   -----

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

    *DENNIS E. FOSTER                       Vice Chairman and Director
    ------------------------------
    (Dennis E. Foster)

    *SCOTT T. FORD                          President, Chief Operating Officer,
    ------------------------------           and Director
    (Scott T. Ford)

    *JEFFERY R. GARDNER                     Senior Vice President- Finance
    -----------------------------            and Treasurer
    (Jeffery R. Gardner)                      (Principal Accounting Officer)

    *JOHN R. BELK                           Director
    ------------------------------
    (John R. Belk)

    *CHARLES H. GOODMAN                     Director
    ------------------------------
    (Charles H. Goodman)



<PAGE>


    *W.W. JOHNSON                           Director
    ------------------------------
    (W.W. Johnson)

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

    *JOSIE C. NATORI                        Director
    ------------------------------
    (Josie C. Natori)

    *FRANK E. REED                          Director
    ------------------------------
    (Frank E. Reed)

    *FRANK W. SMITH                         Director
    ------------------------------
    (FRANK W. SMITH)

    *RONALD TOWNSEND                        Director
    ------------------------------
    (Ronald Townsend)

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


    *BY   /s/Francis X. Frantz
          -------------------------------------
          Francis X. Frantz, Attorney-in-Fact







<PAGE>






EXHIBIT INDEX

 Official
Exhibit No.                          Description
- -----------      ---------------------------------------------------------------
      5          Opinion of Kutak Rock as to the legality of the Securities to
                 be issued.
    23(a)        Consent of Arthur Andersen LLP, Independent Public Accountants.
    23(b)        Consent of KPMG LLP, Independent Public Accountants.
    23(c)        Consent of Ernst & Young LLP, Independent Public Accountants.
    23(d)        Consent of Sartain Fischbein & Co., Independent Public
                 Accountants
    23(e)        Consent of Counsel is contained in Opinion of Counsel filed as
                 Exhibit 5.
    24(a)        Powers of Attorney.








                                                                       EXHIBIT 5
                                 January 7, 2000

ALLTEL Corporation
One Allied Drive
Little Rock, Arkansas  72202

         Re:      REGISTRATION ON FORM S-3 OF SHARES OF COMMON STOCK, PAR
                  VALUE $1.00 PER SHARE, OF ALLTEL CORPORATION

Ladies and Gentlemen:

         We are acting as counsel to ALLTEL Corporation, a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, of 729,997 shares (the "Shares") of common stock, par value
$1.00 per share, of the Company pursuant to the transactions contemplated by the
Agreement of Merger (the "Merger Agreement"), dated as of November 29, 1999,
among the Company, Telcom Group, Inc., and Robert W. Hayes, Karen K. Goes and
Richard W. Gourley, as trustees of the Betty A. Gleaton Irrevocable Trust.

         We have examined such documents, records, and matters of law as we have
deemed necessary for purposes of this opinion. Based on such examination and on
the assumptions set forth below, we are of the opinion that the Shares, when
issued and delivered in accordance with the terms and provisions of the Merger
Agreement against receipt of the consideration provided for therein, will be
validly issued, fully paid, and nonassessable.

         In rendering this opinion, we have (i) assumed and have not
independently verified (a) the due authorization, execution and delivery of the
Merger Agreement, (b) that all signatures on all certificates and other
documents examined by us are genuine, and that, where any such signature
purports to have been made in a corporate, governmental or other capacity, the
person who affixed such signature to such certificate or other document had
authority to do so, and (c) the authenticity of all documents submitted to us as
originals and the conformity to original documents of all documents submitted to
us as copies, and (ii) as to certain factual matters, relied upon certificates
of public officials and of the Company and its officers and have not
independently checked or verified the accuracy of the factual statements
contained therein. In addition, our examination of matters of law has been
limited to the General Corporation Law of the

<PAGE>






ALLTEL Corporation
January 7, 2000
Page Two


State of Delaware and the federal laws of the United States of America, in each
case as in effect on the date hereof, and we disclaim any undertaking or
obligation to advise you of changes that hereafter may be brought to our
attention.

         We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to us in the Prospectus constituting
a part of the Registration Statement under the caption "Legal Opinions."

                                                               Very truly yours,

                                                             /s/ KUTAK ROCK LLP





                                                                   EXHIBIT 23(a)


To the Shareholders of
          ALLTEL Corporation


As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 7, 2000
included in ALLTEL Corporation's Form 8-K dated January 7, 2000 and to all
references to our Firm included in this registration statement.



                                                          /s/ARTHUR ANDERSEN LLP

Little Rock, Arkansas
January 7, 2000






                                                                   EXHIBIT 23(b)


                              Accountants' Consent


The Board of Directors
ALLTEL Corporation:

We consent to the incorporation by reference in the Registration Statement on
Form S-3 of ALLTEL Corporation of our report dated February 5, 1999, relating
to the consolidated balance sheets of Aliant Communications, Inc. and
subsidiaries as of December 31, 1998 and 1997, and the related statements of
earnings, stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1998, which report appears in the
Form 8-K filed by ALLTEL Corporation on January 7, 2000.

                                                                     /s/KPMG LLP

Lincoln, Nebraska
January 7, 2000








                                                                   EXHIBIT 23(c)


                        Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of ALLTEL Corporation
for the registration of 729,997 shares of its common stock and to the
incorporation by reference therein of our report dated March 5, 1999, with
respect to the consolidated financial statements of Liberty Cellular, Inc. and
Subsidiary, included (such financial statements are not separately presented
therein) in the Current Report (Form 8-K) of ALLTEL Corporation dated
January 7, 2000, filed with the Securities and Exchange Commission



                                                            /s/ERNST & YOUNG LLP

Kansas City, Missouri
January 7, 2000








                                                                    EXHIBIT 23.d


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 25, 1997
included in ALLTEL Corporation's Form 8-K dated January 7, 2000 and to all
references to our Firm included in this registration statement.



                                                      /S/SARTAIN FISCHBEIN & CO.

Tulsa, Oklahoma
January 7, 2000








                                                                   EXHIBIT 24(a)


                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Francis X. Frantz, and Jeffery R. Gardner, or
any of them, attorneys-in-fact and agents for me and in my name and on my
behalf, individually and as a director or officer, or both, of ALLTEL, to sign
a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Telcom Group, Inc. ("Telcom") in connection
with ALLTEL's acquisition of Telcom, 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 31st day of
December, 1999.



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




<PAGE>


                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Francis X. Frantz, and Jeffery R. Gardner, or
any of them, attorneys-in-fact and agents for me and in my name and on my
behalf, individually and as a director or officer, or both, of ALLTEL, to sign
a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Telcom Group, Inc. ("Telcom") in connection
with ALLTEL's acquisition of Telcom, 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 31st day of
December, 1999.


                                             Signed: /s/  Dennis  E. Foster
                                                     ---------------------------

                                             Name:        Dennis E. Foster




<PAGE>



                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Francis X. Frantz, and Jeffery R. Gardner, or
any of them, attorneys-in-fact and agents for me and in my name and on my
behalf, individually and as a director or officer, or both, of ALLTEL, to sign
a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Telcom Group, Inc. ("Telcom") in connection
with ALLTEL's acquisition of Telcom, 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 31st day of
December, 1999.


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




<PAGE>


                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Francis X. Frantz, and Jeffery R. Gardner, or
any of them, attorneys-in-fact and agents for me and in my name and on my
behalf, individually and as a director or officer, or both, of ALLTEL, to sign
a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Telcom Group, Inc. ("Telcom") in connection
with ALLTEL's acquisition of Telcom, 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 31st day of
December, 1999.

                                             Signed: /s/ Jeffery R. Gardner
                                                     ---------------------------
                                             Name:       Jeffery R. Gardner




<PAGE>


                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Francis X. Frantz, and Jeffery R. Gardner, or
any of them, attorneys-in-fact and agents for me and in my name and on my
behalf, individually and as a director or officer, or both, of ALLTEL, to sign
a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Telcom Group, Inc. ("Telcom") in connection
with ALLTEL's acquisition of Telcom, 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 31st day of
December, 1999.


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




<PAGE>


                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Francis X. Frantz, and Jeffery R. Gardner, or
any of them, attorneys-in-fact and agents for me and in my name and on my
behalf, individually and as a director or officer, or both, of ALLTEL, to sign
a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Telcom Group, Inc. ("Telcom") in connection
with ALLTEL's acquisition of Telcom, 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 31st day of
December, 1999.


                                             Signed: /s/ Charles H. Goodman
                                                     ---------------------------
                                             Name:       Charles H. Goodman




<PAGE>


                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Francis X. Frantz, and Jeffery R. Gardner, or
any of them, attorneys-in-fact and agents for me and in my name and on my
behalf, individually and as a director or officer, or both, of ALLTEL, to sign
a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Telcom Group, Inc. ("Telcom") in connection
with ALLTEL's acquisition of Telcom, 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 31st day of
December, 1999.


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


<PAGE>


                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Francis X. Frantz, and Jeffery R. Gardner, or
any of them, attorneys-in-fact and agents for me and in my name and on my
behalf, individually and as a director or officer, or both, of ALLTEL, to sign
a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Telcom Group, Inc. ("Telcom") in connection
with ALLTEL's acquisition of Telcom, 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 31st day of
December, 1999.


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




<PAGE>


                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Francis X. Frantz, and Jeffery R. Gardner, or
any of them, attorneys-in-fact and agents for me and in my name and on my
behalf, individually and as a director or officer, or both, of ALLTEL, to sign
a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Telcom Group, Inc. ("Telcom") in connection
with ALLTEL's acquisition of Telcom, 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 31st day of
December, 1999.


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




<PAGE>


                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Francis X. Frantz, and Jeffery R. Gardner, or
any of them, attorneys-in-fact and agents for me and in my name and on my
behalf, individually and as a director or officer, or both, of ALLTEL, to sign
a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Telcom Group, Inc. ("Telcom") in connection
with ALLTEL's acquisition of Telcom, 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 31st day of
December, 1999.


                                             Signed: /s/ Frank E. Reed
                                                     ---------------------------
                                             Name:       Frank E. Reed


<PAGE>


                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Francis X. Frantz, and Jeffery R. Gardner, or
any of them, attorneys-in-fact and agents for me and in my name and on my
behalf, individually and as a director or officer, or both, of ALLTEL, to sign
a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Telcom Group, Inc. ("Telcom") in connection
with ALLTEL's acquisition of Telcom, 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 31st day of
December, 1999.


                                             Signed: /s/ Fred W. Smith
                                                     ---------------------------
                                             Name:       Fred W. Smith



<PAGE>


                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Francis X. Frantz, and Jeffery R. Gardner, or
any of them, attorneys-in-fact and agents for me and in my name and on my
behalf, individually and as a director or officer, or both, of ALLTEL, to sign
a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Telcom Group, Inc. ("Telcom") in connection
with ALLTEL's acquisition of Telcom, 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 31st day of
December, 1999.


                                             Signed: /s/ Ronald Townsend
                                                     ---------------------------
                                             Name:       Ronald Townsend




<PAGE>


                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Scott T. Ford, Francis X. Frantz, and Jeffery R. Gardner, or
any of them, attorneys-in-fact and agents for me and in my name and on my
behalf, individually and as a director or officer, or both, of ALLTEL, to sign
a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Telcom Group, Inc. ("Telcom") in connection
with ALLTEL's acquisition of Telcom, 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 31st day of
December, 1999.


                                             Signed: /s/ William H. Zimmer, Jr.
                                                     ---------------------------
                                             Name:       William H. Zimmer, Jr.








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