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Mail Stop 4-7

April 20, 2005

Francis X. Frantz
Executive Vice President and Secretary
ALLTEL Corporation
One Allied Drive
Little Rock, Arkansas 72202

Re: 	ALLTEL Corporation
Form S-4
Filed March 25, 2005
File No. 333-123596

Form 10-K for the fiscal year ended December 31, 2004
Filed February 10, 2005
File No. 1-4996

Western Wireless Corporation
Form 10-K for the fiscal year ended December 31, 2004
Filed March 16, 2005
File No. 0-28160

Dear Mr. Frantz:

      We have reviewed your filings and have the following
comments.
Please amend the registration statement in response to these
comments
as appropriate.  Please respond to all other comments in future
filings.  If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

ALLTEL Form S-4

General

1. Please provide draft legal and tax opinions as soon as possible
to
allow us time for review.

Prospectus Cover Page / Letter to Shareholders

2. Please revise to briefly clarify that ALLTEL will be the
surviving
company in the merger and that Western Wireless` shares will cease
being traded.

3. Please revise to disclose the total number of shares to be
issued
by ALLTEL in the transaction pursuant to this prospectus.  See
Item
501(b)(2) of Regulation S-K.

4. Please disclose the approximate value of the transaction and
the
approximate percentage of the combined company that Western
Wireless
shareholders will own.

Summary, page 5

Recent Developments, page 5

5. Please revise to clarify how the May 17, 2005, issuance of
shares
under the purchase contracts will be relevant to Western Wireless
shareholders` decision.  For example, discuss the change in
percentage of the combined entity that Western Wireless
shareholders
will own and the possible impact on the value of the merger
consideration.  In addition, briefly highlight why ALLTEL
remarketed
the senior notes underlying the corporate units.

ALLTEL`s Reasons for the Merger, page 8

6. Indicate that the increase in wireless revenue mix is from 60
percent to nearly 70 percent.  In addition, characterize the
markets
(e.g. rural states) where ALLTEL will be able to increase its
retail
position.

Interests of Certain Persons in the Merger, page 8

7. Briefly highlight the types of "interests" (severance,
retention,
etc.) insiders may have in the merger that are not shared by
Western
Wireless` shareholder base.

Comparative Historical and Pro Forma Per Share Data, pages 18 and
19

8. Clarify in footnote (a) that an investor will receive $9.25 per
share in cash in addition to ALLTEL common stock determined using
the
0.535 exchange ratio.

9. Provide additional Western Wireless equivalent per share data
to
present the effects of a 0.7 exchange ratio.  In a footnote
explain
to Western Wireless shareholders that this presentation reflects
the
equivalent pro forma per share information as if they elected to
receive only shares of ALLTEL common stock for their Western
Wireless
shares.

Risk Factors, page 25

Risks Related to the Merger, page 25

10. We note the risk factors beginning at page 22 of Western
Wireless` Form 10-K for the fiscal year ended December 31, 2004.
Advise in your response letter why none of these risk factors are
included in the Form S-4.

The Merger, page 30

Background of the Merger, page 30

11. Please expand your discussion on page 30 regarding the
September
7 and September 22, 2004, meetings to address the genesis for both
sides meeting to discuss a possible merger.

12. Please revise to expand your discussion on page 31 to disclose
how Mr. Stanton and Mr. Ford determined "an exchange ratio of
approximately 0.7 shares of ALLTEL common stock for each share of
Western Wireless common stock that would result in a value per
share
of Western Wireless common stock of approximately $40."

13. Please revise to expand your discussion on page 31 regarding
"certain other terms" of the proposed merger, which the parties
discussed on December 15 and 16, 2004.

14. Please briefly describe the alternative transactions that the
Western Wireless board considered on December 17, 2004, as well as
the proposals made to "two potential purchasers of Western
Wireless."
Explain how these potential purchasers were selected.  Also
explain
why the Western Wireless board determined that a merger was
necessary
at that time.

15. Revise to disclose why the parties rejected price protection
mechanisms and why they agreed to the addition of a cash portion
to
the merger consideration during meetings on January 5, 2005.

16. Describe the "open issues still remaining" and the "other
risks
in connection with the proposals," that the Western Wireless board
discussed on January 7, 2005.  Describe how the "significant open
issues" were resolved before the January 9, 2005, Western Wireless
board meeting.

Recommendation of the Western Wireless Board;
Western Wireless` Reasons for the Merger, page 33

Financial Terms - Premium Valuation;
Continued Interest in Combined Company, page 33

17. We note that the board considered how the merger consideration
reflected a premium over current market value for Western Wireless
shareholders.  Also indicate what is the value of the per share
merger consideration as of the most recent date practicable.

18. The caption indicates that the Western Wireless board
considered
a "continued interest in [the] combined company" to be a material
factor in approving and recommending the merger.  Please revise to
explain.

Opportunity to Participate in a Stronger Combined Company After
the
Merger, page 34

19. Please revise to explain, if material, the consideration that
the
board gave to the impact that greater post-merger size and
geographic
coverage will have on ALLTEL`s and Western Wireless` status as
Eligible Telecommunications Carriers in order to receive federal
and
state Universal Service Fund support.

20. Please disclose the basis for the board`s belief that the
combined company will be a more attractive acquisition target than
the companies would be separately.

Alternatives to the Merger and Advantages of the ALLTEL
Transaction,
page 34

21. Please revise to clarify "the strong strategic fit" and the
"geographical contiguity" between Western Wireless` operations and
those of ALLTEL.

22. Please advise us in your response letter what consideration
the
Western Wireless board gave, when deciding against continued
independence, to potential acceleration of its credit facilities
and
potential changed treatment of its deferred tax attributes as a
result of the proposed merger.

Opinion of Financial Advisor to Western Wireless, page 36

23. Please provide us with copies of all materials used by Bear
Stearns during their presentations to the Western Wireless board.
Also provide us with copies of all projections the advisors used
in
their analyses.

24. Please disclose the date that Bear Stearns was engaged to
provide
their advisory services.  Also provide us with a copy of the
engagement letter.

25. Please disclose any instructions or limitations regarding the
fairness opinions that the Western Wireless board provided to Bear
Stearns.  See Item 1015(b)(6) of Regulation M-A.

26. Please quantify the compensation that Bear Stearns will
receive
in exchange for rendering their services in connection with this
transaction.  Also disclose the compensation that the advisors
received for the services they provided for each company during
the
past two years.  See Item 1015(b)(4) of Regulation M-A.

27. Disclose the amount of the advisor`s fee that is contingent on
consummation of the merger.  Also revise references to the
advisor`s
opinion and analyses appearing in "Recommendation of the Western
Wireless Board" to address these contingent payments.

Summary of Financial Analyses, page 37

28. For each analysis, please briefly describe the criteria used
to
select the comparable companies and transactions and what "certain
financial information" was considered.

29. Please revise to clarify what you mean by "enterprise values"
and
"transaction enterprise values."

Western Wireless Valuation, page 38

30. Explain in more detail the differences between the projections
used in "Case 1" and "Case 2."

      Discounted Cash Flow Analysis, page 41

31. Please expand your discussion of how Bear Stearns calculated
the
weighted average cost of capital, or WACC, ranges for Western
Wireless` domestic wireless business and their international
wireless
business.  Provide similar discussions regarding the WACC ranges
used
for ALLTEL at page 43.  Similarly expand your discussion of how
Bear
Stearns determined the terminal value multiples for these
discounted
cash flow analyses.

ALLTEL Valuation, page 41

Selected Precedent Merger and Acquisition Transactions, page 42

32. Please advise us in your response letter why Bear Sterns used
historical EBITDA multiples in their analysis of selected
precedent
transactions for ALLTEL on pages 42-43.  In contrast, the
corresponding analysis for Western Wireless at pages 39-41 uses
forward-looking multiples.

Merger Consequences, page 44

Synergies, page 44

33. Please revise to provide more detail regarding the sources,
amounts and timing of the synergies estimated by ALLTEL`s
management.

ALLTEL`s Reasons for the Merger, page 46

34. Please revise to provide more detail regarding ALLTEL`s
reasons
for the merger.  For example, the current discussion describes
some
of the benefits considered, but does not seem to discuss risks.
Also, provide more detail on the "various other reasons" that the
ALLTEL board considered.  In expanding this discussion, please
describe what consideration the ALLTEL board gave to alternative
uses
of the May 17, 2005, settlement proceeds from the purchase
contracts.

Material United States Federal Income Tax Consequences of the
Merger,
page 50

35. It appears that you intend the tax discussion to be counsel`s
opinion.  If so, please revise to clearly state that this is
counsel`s opinion and to identify the counsel rendering the
opinion.

36. We note the statement on page 51 that "[t]he remainder of this
discussion assumes that the merger will qualify as a
reorganization."
Counsel may not assume any legal conclusions underlying the
opinion.
Counsel must instead opine on these matters as part of its tax
opinion.  Please revise the prospectus as necessary to remove
statements assuming the tax consequences of the transaction.

The Merger Agreement, page 55

Merger Consideration, page 55

37. Highlight that the merger consideration is fixed and that any
Western Wireless shareholder who receives ALLTEL common stock as
part
of the merger consideration may receive less value than what was
anticipated at the time of approval of the merger if the price of
ALLTEL`s stock declines.

Explanation of Proration, page 56

38. Please revise to provide proration examples for individual
shareholders, under a separate heading from your description of
the
proration mechanics.  As currently drafted, your examples are
difficult to find.  Also consider providing tabular disclosure of
consideration received and aggregate per share consideration value
for a range of election percentages and ALLTEL stock prices.

Explanation of Potential Adjustment to Merger Consideration, page
58

39. We note your reference to the potential NYSE requirement of
ALLTEL shareholder approval.  Regarding this requirement, please
advise us in your response letter what consideration you gave to
ALLTEL`s expected issuance of about 7% of their currently
outstanding
stock on the May 17, 2005, settlement of the purchase contracts,
in
addition to the shares to be issued in the merger.  In addition,
disclose what percentage of ALLTEL stock you expect to issue as
merger consideration.

Unaudited Pro Forma Combined Condensed Balance Sheet, page 98
Unaudited Pro Forma Combined Condensed Statement Of Income, page
99

40. Refer to the Pro Forma Combined Statement of Income.  Since
ALLTEL`s service and product revenues individually exceed 15% of
your
average net income in the most recent three fiscal years, please
separately present these items on the face of the pro forma
financial
statements.  Refer to Rule 11-02 (b) (3) of Regulation S-X.

41. Quantify in footnote (d) the amounts of deferred revenue and
deferred acquisition costs eliminated by this adjustment.  Also,
explain in footnote (d) how you determined the amount of deferred
revenue to record in your purchase accounting.

42. Refer to footnote (f).  Explain in your response letter why
you
did not allocate any value to the Western Wireless roaming
agreements
with Cingular Wireless, AT&T Wireless, T-Mobile USA and Verizon
Wireless Corporation in view of their significance to Western
Wireless` business operations.  Revise your pro forma financial
statements, as appropriate and elsewhere throughout the filing.

43. Refer to footnote (f)(5). Advise in your response letter and
disclose the assumptions and the fair value methodology you used
in
arriving at the fair value adjustments of $427.5 million to the
carrying value of property, plant and equipment related to the
international operations of Western Wireless.  Are your
calculating
the adjustments based on current replacement cost pursuant to
paragraph 37d(1) of SFAS 141?

44. Refer to footnote (f)(6).  We note your purchase price
allocation
of $317.5 million to customer base, $500 million to international
cellular licenses, $223 million to domestic cellular licenses of
Western Wireless.  You state that "the allocation of value to
intangible assets was based on assumptions to the value of
customers
and cellular licenses ..."  Please advise in your response letter
and
disclose the assumptions and your fair value methodology you used
in
calculating the assigned values of these intangibles.

45. Refer to adjustments (c) and (f).  Explain to readers the
reason(s) for the decrease in the fair values of the Western
Wireless
identifiable intangible assets, and advise us in detail.  Your
valuations are difficult to understand given that the intangible
assets reported on the Western Wireless balance sheet only reflect
the fair values of assets it acquired, as of the dates of its past
acquisitions, subsequently reduced for amortization.  The historic
Western Wireless intangible asset balances do not reflect
internally
generated intangible assets or post acquisition enhancements in
the
value of acquired intangible assets.  Your valuations seem to
suggest
that the Western Wireless business has experienced significant
negative trends and circumstances which management expects will
continue.  It also suggests that the Western Wireless intangible
assets were impaired as of December 31, 2004.  Please advise in
your
response letter in detail and provide readers a comprehensive
plain
English discussion of management`s underlying assumptions
concerning
the Western Wireless business and its anticipated future
prospects.
In light of the significant amount of goodwill that will be
acquired,
you should also explain to readers why management believes the
Western Wireless purchase price is not excessive given the
impairment
in the fair value of identified intangible assets.

46. Give pro forma effect to your wireless