Registration No. 33-
=============================================================================

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                      __________________________________________

                                       FORM S-8
                              REGISTRATION STATEMENT UNDER
                               THE SECURITIES ACT OF 1993

                               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 72203 (501) 661-8000
                        (Address, including zip code, of
                          principal executive offices)
                    _____________________________________
 
                               ALLTEL CORPORATION
                1994 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
                           (Full title of the plan)
                   ______________________________________

                                FRANCIS X. FRANTZ
   Senior Vice President - External Affairs, General Counsel and Secretary
               One Allied Drive, Little Rock, Arkansas 72203
                                  (501) 661-8000
         (Name and address, including zip code, and telephone number,
                  including area code, of agent for service)
                  ________________________________________
 
                        CALCULATION OF REGISTRATION FEE

                     Amount    Proposed Maximum  Proposed Maximum   Amount of
Title of Securities  to be     Offering Price    Aggregate Offering Registration
to be Registered    Registered Per Share               Price           Fee     
Common Stock,        90,000        $26.25            $ 2,362,500
$1.00 Par Value     910,000        $25.9375*         $23,603,125
                  1,000,000                          $25,965,625     $8,953.66
_____________________________________
*   Estimated solely for the purpose of calculating the registration fee in 
    accordance with Rule 457(h), based on the average of the high and low
    sales prices of a share of Common Stock on June 14, 1994, as reported
    on the New York Stock Exchange Composite Tape.
==============================================================================

<PAGE>
                                  PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.    Incorporation of Documents by Reference.

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

              (a)   ALLTEL's Annual Report on Form 10-K for the year ended
           December 31, 1993;

              (b)   ALLTEL's Quarterly Report on Form 10-Q for the quarter ended
           March 31, 1993; and

              (c)   The description of ALLTEL's Common Stock and the related 
           Series A Preferred Stock Purchase Rights contained in the 
           registration statements filedpursuant 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.

           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 shares of Common Stock 
offered hereunder have been sold or which deregisters all shares then 
remaining unsold hereunder 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 the Rose Law Firm, a Professional 
Association, 120 East Fourth Street, Little Rock, Arkansas 72201.  Members of 
that firm owned ALLTEL securities with an aggregate market value of $732,780.13 
as of June 14, 1994.

Item 6.    Indemnification of Directors and Officers.

           Article VII of ALLTEL's Amended and Restated Certificate of 
Incorporation (the "Certificate") provides for the indemnification of 
directors, officers, agents and employees for expenses incurred by them and 
judgments rendered against them in actions, suits or proceedings in relation 
to certain matters brought against them as such directors, officers, agents 
and employees, respectively.  The Certificate provides for indemnification to 
the fullest extent permitted by the Delaware law.  Any expansion of the 
protection afforded directors, officers, employees or agents by the 
Delaware General Corporation Law is 
                                   - 2 -<PAGE>

automatically extended to ALLTEL's directors, officers, employees or agents, 
as the case may be.  The Certificate also permits ALLTEL to advance 
expenses incurred by a director or officer in a legal proceeding prior 
to final disposition of the proceeding.

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

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

Item 7.    Exemption from Registration Claimed.

           Not applicable.

Item 8.    Exhibits.

           See Exhibit Index at Page 6.

                                     - 3 -
                                                          <PAGE>
Item 9.    Undertakings.

          (a)        The undersigned registrant hereby undertakes:

                   (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; 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 (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 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 further 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 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 the 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 
                                    - 4 -<PAGE>

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.


                                  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
June 17, 1994.

                                                  ALLTEL CORPORATION



                                                                            
                                                  By: /s/ Francis X. Frantz
                                                     Francis X. Frantz,
                                                     Attorney-in-Fact

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

                      Title and Signature                               Date

Joe T. Ford, Chairman and Chief Executive Officer (principal 
executive officer) and Director; Max E. Bobbitt, President and 
Chief Operating Officer and Director; Tom T. Orsini, Senior 
Vice President - Finance and Corporate Development and 
Assistant Secretary (principal financial officer); Dennis J. 
Ferra, Senior Vice President - Accounting and Administration
(principal accounting officer);  Ben W. Agee, Director; W.W. 
Johnson, Director; Emon A. Mahony, Jr., Director; George C. 
McConnaughey, Director; John P. McConnell, Director; Philip 
F. Searle, Director;  John E. Steuri, Director; Carl H. Tiedemann, 
Director; Ronald Townsend, Director; and William H. Zimmer, 
Jr., Director.                                                     June 17, 1994
1994       


                                                  By: /s/ Francis X. Frantz
                                                      Francis X. Frantz,
                                                      Attorney-in-Fact

                                   - 5 -<PAGE>
                                     
                                      EXHIBIT INDEX



Exhibit

(4)        INSTRUMENTS DEFINING THE RIGHTS
           OF SECURITY HOLDERS, INCLUDING
           INDENTURES:

  4.1      Amended and Restated
           Certificate of
           Incorporation of
           ALLTEL Corporation. . . . . . . . . . . Incorporated herein by
                                                   reference to Exhibit B
                                                   to ALLTEL's Proxy
                                                   Statement dated March 9, 1990

  4.2      Bylaws of ALLTEL Corporation. . . . . . Incorporated herein by
                                                   reference to Exhibit C
                                                   to ALLTEL's Proxy
                                                   Statement dated March 9, 1990

  4.3      Amended and Restated
           Rights Agreement,
           dated as of April 26,
           1989, between ALLTEL
           Corporation and
           Ameritrust Company, N.A.. . . . . . . . Incorporated herein by
                                                   reference to ALLTEL's Form 8
                                                   dated April 26, 1989, filed
                                                   with the Commission on
                                                   April 28, 1989

  4.4      First Amendment to Amended
           and Restated Rights
           Agreement, dated as of 
           April 16, 1990, between
           ALLTEL Corporation and
           Ameritrust Company, N.A.. . . . . . . . Incorporated herein by
                                                   reference to ALLTEL's Form SE
                                                   filed with the Commission on
                                                   April 23, 1990

  4.5      ALLTEL Corporation 1994 Stock 
           Option Plan for Nonemployee 
           Directors . . . . . . . . . . . . . . . Incorporated herein by 
                                                   reference to Exhibit B to 
                                                   ALLTEL's Proxy Statement 
                                                   dated March 4, 1994

                                    - 6 -<PAGE>

(5)        OPINION RE LEGALITY:

  5.1      Opinion of Rose Law Firm,
           a Professional Association. . . . . . Attached hereto as Exhibit 5.1


(23)       CONSENTS OF EXPERTS AND COUNSEL:

  23.1     Consent of Arthur Andersen & Co.. . . Attached hereto as Exhibit 23.1

  23.2     Consent of Rose Law Firm,
           a Professional Association. . . . . . [contained in their opinion
                                                 filed as Exhibit 5.1]


(24)       POWERS OF ATTORNEY:

  24.1     Powers of attorney of each person
           whose signature on this Registration 
           Statement was signed pursuant 
           to a power of attorney. . . . . . . . Attached hereto as Exhibit 24.1

  24.2     Resolutions of ALLTEL's Board of
           Directors authorizing execution 
           of this Registration Statement 
           pursuant to a power of attorney . . . Attached hereto as Exhibit 24.2

                                  - 7 -
<PAGE>
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{"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": "033-54175", "film-number": "94534644"}, "business-address": {"street1": "ONE ALLIED DR", "city": "LITTLE ROCK", "state": "AR", "zip": "72202", "phone": "5016618000"}, "former-company": {"former-conformed-name": "MID CONTINENT TELEPHONE CORP", "date-changed": "19831031"}}
Registration No. 33-
=============================================================================

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                      __________________________________________

                                       FORM S-8
                              REGISTRATION STATEMENT UNDER
                               THE SECURITIES ACT OF 1993

                               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 72203 (501) 661-8000
                        (Address, including zip code, of
                          principal executive offices)
                    _____________________________________
 
                               ALLTEL CORPORATION
                1994 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
                           (Full title of the plan)
                   ______________________________________

                                FRANCIS X. FRANTZ
   Senior Vice President - External Affairs, General Counsel and Secretary
               One Allied Drive, Little Rock, Arkansas 72203
                                  (501) 661-8000
         (Name and address, including zip code, and telephone number,
                  including area code, of agent for service)
                  ________________________________________
 
                        CALCULATION OF REGISTRATION FEE

                     Amount    Proposed Maximum  Proposed Maximum   Amount of
Title of Securities  to be     Offering Price    Aggregate Offering Registration
to be Registered    Registered Per Share               Price           Fee     
Common Stock,        90,000        $26.25            $ 2,362,500
$1.00 Par Value     910,000        $25.9375*         $23,603,125
                  1,000,000                          $25,965,625     $8,953.66
_____________________________________
*   Estimated solely for the purpose of calculating the registration fee in 
    accordance with Rule 457(h), based on the average of the high and low
    sales prices of a share of Common Stock on June 14, 1994, as reported
    on the New York Stock Exchange Composite Tape.
==============================================================================
PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.    Incorporation of Documents by Reference.

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

              (a)   ALLTEL's Annual Report on Form 10-K for the year ended
           December 31, 1993;

              (b)   ALLTEL's Quarterly Report on Form 10-Q for the quarter ended
           March 31, 1993; and

              (c)   The description of ALLTEL's Common Stock and the related 
           Series A Preferred Stock Purchase Rights contained in the 
           registration statements filedpursuant 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.

           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 shares of Common Stock 
offered hereunder have been sold or which deregisters all shares then 
remaining unsold hereunder 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 the Rose Law Firm, a Professional 
Association, 120 East Fourth Street, Little Rock, Arkansas 72201.  Members of 
that firm owned ALLTEL securities with an aggregate market value of $732,780.13 
as of June 14, 1994.

Item 6.    Indemnification of Directors and Officers.

           Article VII of ALLTEL's Amended and Restated Certificate of 
Incorporation (the "Certificate") provides for the indemnification of 
directors, officers, agents and employees for expenses incurred by them and 
judgments rendered against them in actions, suits or proceedings in relation 
to certain matters brought against them as such directors, officers, agents 
and employees, respectively.  The Certificate provides for indemnification to 
the fullest extent permitted by the Delaware law.  Any expansion of the 
protection afforded directors, officers, employees or agents by the 
Delaware General Corporation Law is 
                                   - 2 -
automatically extended to ALLTEL's directors, officers, employees or agents, 
as the case may be.  The Certificate also permits ALLTEL to advance 
expenses incurred by a director or officer in a legal proceeding prior 
to final disposition of the proceeding.

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

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

Item 7.    Exemption from Registration Claimed.

           Not applicable.

Item 8.    Exhibits.

           See Exhibit Index at Page 6.

                                     - 3 -
Item 9.    Undertakings.

          (a)        The undersigned registrant hereby undertakes:

                   (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; 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 (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 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 further 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 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 the 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 
                                    - 4 -
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.

                                  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
June 17, 1994.

                                                  ALLTEL CORPORATION

                                                                            
                                                  By: /s/ Francis X. Frantz
                                                     Francis X. Frantz,
                                                     Attorney-in-Fact

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

                      Title and Signature                               Date

Joe T. Ford, Chairman and Chief Executive Officer (principal 
executive officer) and Director; Max E. Bobbitt, President and 
Chief Operating Officer and Director; Tom T. Orsini, Senior 
Vice President - Finance and Corporate Development and 
Assistant Secretary (principal financial officer); Dennis J. 
Ferra, Senior Vice President - Accounting and Administration
(principal accounting officer);  Ben W. Agee, Director; W.W. 
Johnson, Director; Emon A. Mahony, Jr., Director; George C. 
McConnaughey, Director; John P. McConnell, Director; Philip 
F. Searle, Director;  John E. Steuri, Director; Carl H. Tiedemann, 
Director; Ronald Townsend, Director; and William H. Zimmer, 
Jr., Director.                                                     June 17, 1994
1994       

                                                  By: /s/ Francis X. Frantz
                                                      Francis X. Frantz,
                                                      Attorney-in-Fact

                                   - 5 -
EXHIBIT INDEX

Exhibit

(4)        INSTRUMENTS DEFINING THE RIGHTS
           OF SECURITY HOLDERS, INCLUDING
           INDENTURES:

  4.1      Amended and Restated
           Certificate of
           Incorporation of
           ALLTEL Corporation. . . . . . . . . . . Incorporated herein by
                                                   reference to Exhibit B
                                                   to ALLTEL's Proxy
                                                   Statement dated March 9, 1990

  4.2      Bylaws of ALLTEL Corporation. . . . . . Incorporated herein by
                                                   reference to Exhibit C
                                                   to ALLTEL's Proxy
                                                   Statement dated March 9, 1990

  4.3      Amended and Restated
           Rights Agreement,
           dated as of April 26,
           1989, between ALLTEL
           Corporation and
           Ameritrust Company, N.A.. . . . . . . . Incorporated herein by
                                                   reference to ALLTEL's Form 8
                                                   dated April 26, 1989, filed
                                                   with the Commission on
                                                   April 28, 1989

  4.4      First Amendment to Amended
           and Restated Rights
           Agreement, dated as of 
           April 16, 1990, between
           ALLTEL Corporation and
           Ameritrust Company, N.A.. . . . . . . . Incorporated herein by
                                                   reference to ALLTEL's Form SE
                                                   filed with the Commission on
                                                   April 23, 1990

  4.5      ALLTEL Corporation 1994 Stock 
           Option Plan for Nonemployee 
           Directors . . . . . . . . . . . . . . . Incorporated herein by 
                                                   reference to Exhibit B to 
                                                   ALLTEL's Proxy Statement 
                                                   dated March 4, 1994

                                    - 6 -
(5)        OPINION RE LEGALITY:

  5.1      Opinion of Rose Law Firm,
           a Professional Association. . . . . . Attached hereto as Exhibit 5.1

(23)       CONSENTS OF EXPERTS AND COUNSEL:

  23.1     Consent of Arthur Andersen & Co.. . . Attached hereto as Exhibit 23.1

  23.2     Consent of Rose Law Firm,
           a Professional Association. . . . . . [contained in their opinion
                                                 filed as Exhibit 5.1]

(24)       POWERS OF ATTORNEY:

  24.1     Powers of attorney of each person
           whose signature on this Registration 
           Statement was signed pursuant 
           to a power of attorney. . . . . . . . Attached hereto as Exhibit 24.1

  24.2     Resolutions of ALLTEL's Board of
           Directors authorizing execution 
           of this Registration Statement 
           pursuant to a power of attorney . . . Attached hereto as Exhibit 24.2

                                  - 7 -