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 EMPLOYEES
                            (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,
$1.00 Par Value     10,000,000     $27.75*      $277,500,000        $55,500.00
                     _____________________________________
*    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 December 18, 1995, 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, as amended by Amendment
     Nos. 1, 2, and 3, for the year ended December 31, 1994;

          (b)   ALLTEL's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1995, as amended by Amendment No. 1, June 30, 1995, as 
     amended by Amendment No. 1, and September 30, 1995; and

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

          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 20,489 shares of ALLTEL Common Stock having an aggregate market
value of $568,569.75 as of December 18, 1995.

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 

                                       2
<PAGE>

and employees, respectively.  The Certificate provides for indemnification to 
the fullest extent permitted by the Delaware law.  Any expansion of the
protection afforded directors, officers, employees or agents by the Delaware 
General Corporation Law is automatically extended to ALLTEL's directors, 
officers, employees or agents, as the case may be.  The Certificate also 
permits ALLTEL to advance expenses incurred by a director or officer in a 
legal proceeding prior to final disposition of the proceeding.

          In addition, 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 
expenses incurred by a director, officer, employee or agent in connection with 
a proceeding against such person for actions in such capacity is mandatory to 
the extent that such person has been successful on the merits.  If a director,
officer, employee or agent is determined to be liable to the corporation, 
indemnification for expenses is not allowable, subject to limited exceptions 
where a court deems the award of expenses appropriate.  The Delaware General
Corporation Law grants express power to a Delaware corporation to purchase 
liability insurance for its directors, officers, employees and agents, 
regardless whether any such person is otherwise eligible for indemnification 
by the corporation.  Advancement of expenses is permitted, but a person 
receiving such advances must repay those expenses if it is ultimately
determined that he is not entitled to indemnification.

Item 7.    Exemption from Registration Claimed.

           Not applicable.

Item 8.    Exhibits.

           See Exhibit Index at Page 7.

                                       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.  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) (230.424(b) of the 
              Securities Act) 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 (i)
              and (ii) above do not apply if the registration statement is
              on Form S-3 (239.13 of the Securities Act), Form S-8
              (239.16b of the Securities Act) or Form F-3 (239.33 of the
              Securities Act), and 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.

                                       4
<PAGE>

     (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 
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 
December 20, 1995.

                                                   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.

                                       5
<PAGE>

                   Title and Signature                                Date

Joe T. Ford, Chairman, President, and Chief Executive Officer
(principal executive 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; John P. McConnell, Director; John E. Steuri, Director;
Carl H. Tiedemann, Director; Ronald Townsend, Director;
and William H. Zimmer, Jr., Director.                        December 20, 1995



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

                                       6
<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 Employees Incorporated herein by reference to
                                           Exhibit A to ALLTEL's Proxy 
                                           Statement dated March 4, 1994

                                       7
<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 LLP  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

                                       8
[{"type": "S-8", "sequence": "1", "description": "1994 STOCK OPTION PLAN FOR EMPLOYEES", "secsgml_size_bytes": 17775}]
{"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": "033-65199", "film-number": "95603144"}, "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 EMPLOYEES
                            (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,
$1.00 Par Value     10,000,000     $27.75*      $277,500,000        $55,500.00
                     _____________________________________
*    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 December 18, 1995, 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, as amended by Amendment
     Nos. 1, 2, and 3, for the year ended December 31, 1994;

          (b)   ALLTEL's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1995, as amended by Amendment No. 1, June 30, 1995, as 
     amended by Amendment No. 1, and September 30, 1995; and

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

          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 20,489 shares of ALLTEL Common Stock having an aggregate market
value of $568,569.75 as of December 18, 1995.

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 

                                       2
and employees, respectively.  The Certificate provides for indemnification to 
the fullest extent permitted by the Delaware law.  Any expansion of the
protection afforded directors, officers, employees or agents by the Delaware 
General Corporation Law is automatically extended to ALLTEL's directors, 
officers, employees or agents, as the case may be.  The Certificate also 
permits ALLTEL to advance expenses incurred by a director or officer in a 
legal proceeding prior to final disposition of the proceeding.

          In addition, 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 
expenses incurred by a director, officer, employee or agent in connection with 
a proceeding against such person for actions in such capacity is mandatory to 
the extent that such person has been successful on the merits.  If a director,
officer, employee or agent is determined to be liable to the corporation, 
indemnification for expenses is not allowable, subject to limited exceptions 
where a court deems the award of expenses appropriate.  The Delaware General
Corporation Law grants express power to a Delaware corporation to purchase 
liability insurance for its directors, officers, employees and agents, 
regardless whether any such person is otherwise eligible for indemnification 
by the corporation.  Advancement of expenses is permitted, but a person 
receiving such advances must repay those expenses if it is ultimately
determined that he is not entitled to indemnification.

Item 7.    Exemption from Registration Claimed.

           Not applicable.

Item 8.    Exhibits.

           See Exhibit Index at Page 7.

                                       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.  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) (230.424(b) of the 
              Securities Act) 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 (i)
              and (ii) above do not apply if the registration statement is
              on Form S-3 (239.13 of the Securities Act), Form S-8
              (239.16b of the Securities Act) or Form F-3 (239.33 of the
              Securities Act), and 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.

                                       4
(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 
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 
December 20, 1995.

                                                   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.

                                       5
Title and Signature                                Date

Joe T. Ford, Chairman, President, and Chief Executive Officer
(principal executive 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; John P. McConnell, Director; John E. Steuri, Director;
Carl H. Tiedemann, Director; Ronald Townsend, Director;
and William H. Zimmer, Jr., Director.                        December 20, 1995

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

                                       6
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 Employees Incorporated herein by reference to
                                           Exhibit A to ALLTEL's Proxy 
                                           Statement dated March 4, 1994

                                       7
(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 LLP  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

                                       8