Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          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 Number)

                                One Allied Drive
                           Little Rock, Arkansas 72202
                                 (501) 905-8000
         (Address, including zip code, of principal executive offices)
                      -------------------------------------


                  ALLTEL CORPORATION 1998 EQUITY INCENTIVE PLAN
                            (Full title of the plan)
                     --------------------------------------

                                Francis X. Frantz
                  Executive Vice President - External Affairs,
                          General Counsel and Secretary
                                One Allied Drive
                           Little Rock, Arkansas 72202
                                 (501) 905-8000
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                    ----------------------------------------




<PAGE>


                        CALCULATION OF REGISTRATION FEE



                         CALCULATION OF REGISTRATION FEE
================================================================================
                                         Proposed    Proposed
                                          Maximum     Maximum
                              Amount     Offering    Aggregate     Amount of
Title of Securities to be     To Be        Price     Offering     Registration
        Registered          Registered   Per Share    Price           Fee
--------------------------------------------------------------------------------
      Common Stock,
     $1.00 Par Value(1)    9,000,000(2)   $75.00    $675,000,000   $187,650(3)
--------------------------------------------------------------------------------
         (1) Rights to purchase Series K Preferred Stock of ALLTEL Corporation
("ALLTEL") are attached to and trade with the ALLTEL Common Stock.

         (2) Pursuant to Rule 416, there are also registered hereunder an
indeterminate number of additional shares as may become subject to awards under
the ALLTEL Corporation 1998 Equity Incentive Plan (the "Plan") as a result of
antidilution provisions contained therein.

         (3) The registration fee has been computed in accordance with
paragraphs (c) and (h) of Rule 457, based upon the average of the reported high
and low sale prices of shares of the ALLTEL Common Stock on the Composite Tape
of the New York Stock Exchange, Inc. on October 26, 1999.


                                     PART I

                                EXPLANATORY NOTE

         The information called for by Part I of Form S-8 is included in the
description of the ALLTEL Corporation 1998 Equity Incentive Plan (the "Plan"),
delivered to persons purchasing shares pursuant to the Plan. Pursuant to the
Note to Part I of Form S-8, that information is not being filed with or included
in this Form S-8.


                                       2

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by ALLTEL with the Securities and
Exchange Commission are incorporated herein by reference as of their respective
dates of filing:

         (1) ALLTEL's Current Report on Form 8-K dated October 12, 1999;

         (2) ALLTEL's Annual Report on Form 10-K for the year ended December 31,
1998, as amended by Form 10-K/A filed March 26, 1999 and Form 10-K/A filed April
30, 1999 (except for Item 8 - Financial Statements and Supplementary Data);

         (3) ALLTEL's Quarterly Report on Form 10-Q for each of the quarters
ended March 31, 1999 and June 30, 1999;

         (4) The description of ALLTEL's Common Stock contained in the
registration statements filed pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description; and

         (5) The description of the Rights Agreement contained in the
registration statement on Form 8-A dated February 3, 1997.

         In addition, all documents subsequently filed by ALLTEL pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all shares then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the shares of ALLTEL Common Stock being registered
hereunder is being passed upon for ALLTEL by Kutak Rock, 425 West Capitol
Avenue, Suite 1100, Little Rock, Arkansas 72201. Certain attorneys of Kutak
Rock's Little Rock office (the location of the attorneys participating on
ALLTEL's behalf) beneficially owned 8,050 shares of ALLTEL Common Stock at
November 2, 1999.

Item 6.  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. In accordance with Section 145 of the Delaware General Corporation
Law, Article VII of the Certificate requires ALLTEL to advance expenses incurred
by a director in a legal proceeding prior to final disposition of the
proceeding.

                                       3
<PAGE>

         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 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.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         5.1     Opinion of Kutak Rock as to the legality of the shares being
                 registered (filed herewith).

         23.1    Consent of Kutak Rock (included in the opinion filed as
                 Exhibit 5.1 herewith).

         23.2    Consent of Arthur Andersen LLP (filed herewith).

         24.1    Powers of Attorney (filed herewith).

Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                                       4
<PAGE>


                  (1)  To file, during any period in which offers or sales are
                  being made of the securities registered hereby, a
                  post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3)
                  of the Securities Act;

                  (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, represent a fundamental
                  change in the information set forth in this registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (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 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 "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 the undertakings set forth in
                  paragraphs (a)(1)(i) and (a)(1)(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 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.

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

                                       5
<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-8 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 November 2, 1999



                               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 2nd day of November, 1999.




            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)

    *LAWRENCE L. GELLERSTEDT, III           Director
    -------------------------------
    (Lawrence L. Gellerstedt, III)

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

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

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


                                       6
<PAGE>


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


    *JOHN P. MCCONNELL                      Director
    -------------------------------
    (John P. McConnell)

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

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

    *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



                                       7
<PAGE>


                                INDEX TO EXHIBITS


Number      Exhibit
------      -------

5.1         Opinion of Kutak Rock as to the legality of the shares being
            registered (filed herewith).

23.1        Consent of Kutak Rock (included in the opinion in Exhibit 5.1).

23.2        Consent of Arthur Andersen LLP (filed herewith).

24.1        Powers of Attorney (filed herewith).



                                       8
[{"type": "S-8", "sequence": "1", "description": "1998 EQUITY INCENTIVE PLAN", "secsgml_size_bytes": 18643}]
{"company-data": {"conformed-name": "ALLTEL CORP", "cik": "0000065873", "assigned-sic": "4813", "irs-number": "340868285", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90167", "film-number": "99739494"}, "business-address": {"street1": "ONE ALLIED DR", "city": "LITTLE ROCK", "state": "AR", "zip": "72202", "phone": "5019058000"}, "former-company": {"former-conformed-name": "MID CONTINENT TELEPHONE CORP", "date-changed": "19831031"}}
Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          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 Number)

                                One Allied Drive
                           Little Rock, Arkansas 72202
                                 (501) 905-8000
         (Address, including zip code, of principal executive offices)
                      -------------------------------------

                  ALLTEL CORPORATION 1998 EQUITY INCENTIVE PLAN
                            (Full title of the plan)
                     --------------------------------------

                                Francis X. Frantz
                  Executive Vice President - External Affairs,
                          General Counsel and Secretary
                                One Allied Drive
                           Little Rock, Arkansas 72202
                                 (501) 905-8000
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                    ----------------------------------------
CALCULATION OF REGISTRATION FEE

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                         Proposed    Proposed
                                          Maximum     Maximum
                              Amount     Offering    Aggregate     Amount of
Title of Securities to be     To Be        Price     Offering     Registration
        Registered          Registered   Per Share    Price           Fee
--------------------------------------------------------------------------------
      Common Stock,
     $1.00 Par Value(1)    9,000,000(2)   $75.00    $675,000,000   $187,650(3)
--------------------------------------------------------------------------------
         (1) Rights to purchase Series K Preferred Stock of ALLTEL Corporation
("ALLTEL") are attached to and trade with the ALLTEL Common Stock.

         (2) Pursuant to Rule 416, there are also registered hereunder an
indeterminate number of additional shares as may become subject to awards under
the ALLTEL Corporation 1998 Equity Incentive Plan (the "Plan") as a result of
antidilution provisions contained therein.

         (3) The registration fee has been computed in accordance with
paragraphs (c) and (h) of Rule 457, based upon the average of the reported high
and low sale prices of shares of the ALLTEL Common Stock on the Composite Tape
of the New York Stock Exchange, Inc. on October 26, 1999.

                                     PART I

                                EXPLANATORY NOTE

         The information called for by Part I of Form S-8 is included in the
description of the ALLTEL Corporation 1998 Equity Incentive Plan (the "Plan"),
delivered to persons purchasing shares pursuant to the Plan. Pursuant to the
Note to Part I of Form S-8, that information is not being filed with or included
in this Form S-8.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by ALLTEL with the Securities and
Exchange Commission are incorporated herein by reference as of their respective
dates of filing:

         (1) ALLTEL's Current Report on Form 8-K dated October 12, 1999;

         (2) ALLTEL's Annual Report on Form 10-K for the year ended December 31,
1998, as amended by Form 10-K/A filed March 26, 1999 and Form 10-K/A filed April
30, 1999 (except for Item 8 - Financial Statements and Supplementary Data);

         (3) ALLTEL's Quarterly Report on Form 10-Q for each of the quarters
ended March 31, 1999 and June 30, 1999;

         (4) The description of ALLTEL's Common Stock contained in the
registration statements filed pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description; and

         (5) The description of the Rights Agreement contained in the
registration statement on Form 8-A dated February 3, 1997.

         In addition, all documents subsequently filed by ALLTEL pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all shares then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the shares of ALLTEL Common Stock being registered
hereunder is being passed upon for ALLTEL by Kutak Rock, 425 West Capitol
Avenue, Suite 1100, Little Rock, Arkansas 72201. Certain attorneys of Kutak
Rock's Little Rock office (the location of the attorneys participating on
ALLTEL's behalf) beneficially owned 8,050 shares of ALLTEL Common Stock at
November 2, 1999.

Item 6.  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. In accordance with Section 145 of the Delaware General Corporation
Law, Article VII of the Certificate requires ALLTEL to advance expenses incurred
by a director in a legal proceeding prior to final disposition of the
proceeding.

                                       3
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 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.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         5.1     Opinion of Kutak Rock as to the legality of the shares being
                 registered (filed herewith).

         23.1    Consent of Kutak Rock (included in the opinion filed as
                 Exhibit 5.1 herewith).

         23.2    Consent of Arthur Andersen LLP (filed herewith).

         24.1    Powers of Attorney (filed herewith).

Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                                       4
(1)  To file, during any period in which offers or sales are
                  being made of the securities registered hereby, a
                  post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3)
                  of the Securities Act;

                  (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, represent a fundamental
                  change in the information set forth in this registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (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 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 "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 the undertakings set forth in
                  paragraphs (a)(1)(i) and (a)(1)(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 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.

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

                                       5
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-8 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 November 2, 1999

                               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 2nd day of November, 1999.

            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)

    *LAWRENCE L. GELLERSTEDT, III           Director
    -------------------------------
    (Lawrence L. Gellerstedt, III)

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

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

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

                                       6
Signature                                   Title
            ---------                                   -----

    *JOHN P. MCCONNELL                      Director
    -------------------------------
    (John P. McConnell)

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

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

    *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

                                       7
INDEX TO EXHIBITS

Number      Exhibit
------      -------

5.1         Opinion of Kutak Rock as to the legality of the shares being
            registered (filed herewith).

23.1        Consent of Kutak Rock (included in the opinion in Exhibit 5.1).

23.2        Consent of Arthur Andersen LLP (filed herewith).

24.1        Powers of Attorney (filed herewith).

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