SecProbe.io

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Mail Stop 4-7

May 17, 2005

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

Re: 	ALLTEL Corporation
Amendment No. 1 to Form S-4
Filed May 2, 2005
File No. 333-123596

Form 10-K for the fiscal year ended Dec. 31, 2004, filed February
10,
2005
Form 10-Q for the fiscal quarter ended March 31, 2005, filed May
6,
2005
File No. 1-4996

Western Wireless Corporation
Form 10-K for the fiscal year ended Dec. 31, 2004, filed March 16,
2005
Form 10-Q for the fiscal quarter ended March 31, 2005, filed May
6,
2005
File No. 0-28160

Dear Mr. Frantz:

      We have reviewed your amended registration statement and
your
response letters dated April 29, 2005, and May 13, 2005, and we
have
the following comments.  Please amend the registration statement
and
ALLTEL`s Form 10-K 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.

ALLTEL Amendment No. 1 to Form S-4

Summary, page 5

Recent Developments, page 5

Settlement of Equity Unit Purchase Contracts, page 5

1. We note your revisions in response to prior comment 5.  Please
further revise to state clearly and briefly how you expect to use
the
proceeds.  In this regard, we note your disclosure on page 104.

The Merger, page 30

Background of the Merger, page 30

2. We note your response to prior comment 11.  The references to
"other strategic options and transactions" is vague.  Characterize
the types of strategic options and transactions (e.g., other
acquisitions, sales of assets, recapitalizations, etc.) considered
so
that investors will have a better understanding of the direction
of
ALLTEL.

3. We note your revisions in response to prior comment 12.  Your
revised disclosure states at page 31 that on November 22, 2004,
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.  Please revise to explain how they determined the
appropriate premium.

Recommendation of the Western Wireless Board;
Western Wireless` Reasons for the Merger, page 34

Alternatives to the Merger and Advantages of the ALLTEL
Transaction,
page 35

4. We note your response to prior comment 22.  Please revise to
disclose your supplemental response that the Western Wireless
Board
did not give material consideration, if any, 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 37

5. We note your response to prior comment 24.  As previously
requested by that comment, please provide us with copies of the
engagement letter.  We refer you to Rule 418 of Regulation C,
which
allows requests for supplemental information concerning the
registration statement.  If you wish, you may request the return
of
the engagement letters pursuant to Rule 418(b).

Western Wireless Valuation, page 39

Discounted Cash Flow Analysis, page 42

6. We note your revisions in response to prior comment 31.  Please
revise to explain what "unlevered betas" means in everyday
language.

7. We note your supplemental response to prior comment 32.  Please
include Bear Stearns` explanation for using historical versus
forward-looking multiples in its analyses.

Material United States Federal Income Tax Consequences of the
Merger,
page 52

8. We note your response to prior comment 35.  We note your
disclosure on page 53 that counsel has provided opinions, "each
substantially to the effect that, on the basis of the facts,
assumptions, and representations set forth in each of such
opinions
and the representations and covenants set forth in certificates
obtained from officers of ALLTEL and Western Wireless,
respectively,
the merger will be treated as a reorganization within the meaning
of
Section 368(a) of the Code and each of ALLTEL and Western Wireless
will be treated as a party to the reorganization within the
meaning
of Section 368(b) of the Code."  The qualifications in this
statement
make it unclear to what extent counsel is opining that the
transaction will be tax-free to investors.  Please revise to
clarify
whether or not counsel is opining that the merger "will" be
treated
as a reorganization and each of ALLTEL and Western Wireless "will"
be
treated as a party to the reorganization so that the prospectus
text
is consistent with the language in counsel`s tax opinion.

The Merger Agreement, page 57

9. We note your statement that factual information about ALLTEL
and
Western Wireless "can be found elsewhere in this proxy statement/
prospectus and in the other public filings each of ALLTEL and
Western
Wireless makes with the Securities and Exchange Commission."
Please
revise to remove any potential implication that the referenced
merger
agreement does not constitute public disclosure under the federal
securities laws.

Unaudited Pro Forma Combined Condensed Balance Sheet, page 102
Unaudited Pro Forma Combined Condensed Statement Of Income, page
103

10. We note your statements in response to prior comment 42 that
ALLTEL currently has roaming agreements with the carriers that
generate most of Western Wireless` roaming revenues and that
management believes the Western Wireless roaming agreements will
not
provide significant additional value to ALLTEL post merger.  The
issue of whether or not an acquired contract provides significant
additional value to the acquirer is not contemplated in the SFAS
No.
141 guidance on assigning value to acquired assets.  The fact that
ALLTEL currently has roaming agreements with the same carriers
should
have no bearing on the fair value of the acquired roaming
agreements.
Fair value should be the amount at which the asset could be bought
or
sold in a current transaction between willing parties. Your
methods
for estimating fair value should incorporate assumptions that
marketplace participants would use in making estimates of fair
value.
We refer you to the FASB Board`s conclusion regarding the
determination of fair value in paragraphs B172 - B174 of SFAS No.
141
and similarly, the EITF discussion in paragraph 6 of EITF 02-17.
Please revise your preliminary purchase price allocation to record
the roaming agreements at their fair value.  In addition, please
confirm to us that the values assigned to all intangible assets to
be
acquired in the Western Wireless acquisition, including customer
relationships and cellular licensing agreements, reflect
assumptions
that a marketplace participant would use in making estimates of
fair
value.

11. Regarding your responses to prior comments 44 and 45, please
compare for us the value you have assigned to the Western Wireless
cellular licenses to the values determined by Western Wireless
management utilizing an income approach in its most recent annual
SFAS 142 impairment test, and explain to us the reasons for any
material differences in the values.  We recognize that ALLTEL
utilized a market approach to determine fair value; however, we do
not believe the method of determining fair value is a reasonable
explanation for material differences in fair value determinations.

12. We note your statement in response to prior comment 45 that
ALLTEL uses an income approach for valuation of cellular licenses
in
acquisitions and in performing annual impairment tests for
purposes
of SFAS 142.  Management expects that the values ultimately
assigned
to the Western Wireless cellular licenses will be based on a
combination of the Greenfield income approach and the market
approach.  It is unclear to us how this change in policy is
preferable as it seems a valuation determined utilizing a market
approach may be impacted by factors unrelated to Western Wireless.
Please explain to us the likely impact of this approach on the
valuations and justify to us your change in policy.

Annex A - Agreement and Plan of Merger

13. We note your revisions in response to prior comment 51.
Please
file a list that briefly identifies the subject matter of the
omitted
disclosure schedules, as required by Item 601(b)(2) of Regulation
S-
K.

Exhibit 5.1

14. We note that counsel has assumed and not independently
verified
the due authorization, execution and delivery of the Merger
Agreement
and that all those who signed certificates and documents examined
by
counsel had the authority to sign the certificates and documents.

These assumptions appear to be inappropriate because they assume
away
a significant component of counsel`s conclusion that the shares
will
be validly issued, fully paid, and nonassessable and because
counsel
is in a better position than investors to verify the facts
underlying
these assumptions.

Please revise to remove these assumptions or advise us in your
response letter why they are appropriate.

15. We note that counsel refers to and limits the opinion to "the
General Corporation Law of the State of Delaware."  Please confirm
to
us in writing that counsel concurs with our understanding that
this
reference and limitation includes the statutory provisions and
also
all applicable provisions of the Delaware Constitution and
reported
judicial decisions interpreting these laws.  Please file this
written
confirmation as part of your correspondence on EDGAR.  See Section
VIII.A.14 of Division of Corporation Finance, Current Issues and
Rulemaking Projects (November 14, 2000), also known as the Current
Issues Outline, which is available on our web site at
http://www.sec.gov/pdf/cfcr112k.pdf.

Exhibit 8.1
Exhibit 8.2

16. We note counsels` statements in the draft tax opinions that
limit
the reliance on each opinion to the company to which it is
addressed.
Shareholders also should be able to rely on these opinions.
Please
have counsel remove these limitations.

ALLTEL Form 10-K for the fiscal year ended Dec. 31, 2004, filed
February 10, 2005

Financial Statement and Notes

Note 1. Summary of Significant Accounting Policies, pages F-47 to
F-
53

17. We are considering your responses to prior comments 52 and 53
and
the additional information provided to us in your letter dated May
13, 2005.  We may have further comment.

Note 16. Business Segment, page F-75

18. We note your statement in response to prior comment 61 and the
information provided in Exhibit D.  Since your CODM regularly
receives detailed information by subsidiary and region, such as
the
information on Exhibit page D-255, it is unclear why each of the
subsidiaries does not meet the paragraph 10 of SFAS No. 131
definition of an operating segment.  In this regard, we note in
footnotes 9 and 10 of your annual financial statements your CODM
has
historically assessed performance and has made decisions at a
level
lower that your identified operating segments.

19. In addition, we note your statement in response to comment 61
that your wireline reportable segment represents the aggregation
of
the incumbent local exchange carrier, competitive local exchange
carrier, and internet access operating segments.  In light of
differences in the regulatory environment and apparently,
differences
in economic characteristics, it is unclear how this aggregation
policy is consistent with the guidance in paragraph 17 of SFAS No.
131.  Please advise us in detail or revise.

Exhibit 31(a) and Exhibit 31(b)

20. We note your response to prior comment 62.  However, our
position
is that an amendment to the Form 10-K is required.  Please amend
your
Form 10-K in its entirety and include complete certifications in
the
exact form specified.  See SEC Release No. 33-8545 (March 2,
2005),
which is available on our web site at
http://www.sec.gov/rules/final/33-8545.htm.

ALLTEL Form 10-Q for the fiscal year ended March 31, 2005, filed
May
6, 2005.

Item 4 - Controls and Procedures, page 38

21. We note the statement that "`disclosure controls and
procedures`
(defined in SEC Rule 13a-15(e)) refers to the controls and other
procedures of a company that are designed to ensure that
information
required to be disclosed by a company in the reports that it files
under the Securities Exchange Act of 1934 (the `Exchange Act`) is
recorded, processed, summarized and reported within required time
periods"  Please confirm to us in your response letter whether or
not
your disclosure controls and procedures are also designed to
ensure
that information required to be disclosed in the reports that you
file or submit under the Exchange Act is accumulated and
communicated
to your management, including your principal executive and
principal
financial officers, to allow timely decisions regarding required
disclosure.  See Rule 13a-15(e) under the Securities Exchange Act.
Further, please comply with this comment through appropriate
disclosure in your future filings.

Western Wireless Form 10-Q for the fiscal year ended March 31,
2005,
filed May 6, 2005

Item 4 - Controls and Procedures, page 35

Evaluation of Disclosure Controls and Procedures, page 35

22. We note your disclosure that your Chief Executive Officer and
your Chief Financial Officer "concluded that our disclosure
controls
and procedures were effective to ensure that all material
information
relating to the Company required to be included in the Company`s
reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported within the time periods
specified
in the rules and forms of the Securities and Exchange Commission."
Confirm to us in your response letter whether or not your
disclosure
controls and procedures are also designed to ensure that
information
required to be disclosed in the reports that you file or submit
under
the Exchange Act is accumulated and communicated to your
management,
including your principal executive and principal financial
officers,
to allow timely decisions regarding required disclosure.
Alternatively, you may simply state, if true, that your disclosure
controls and procedures were effective.  See Item 307 of
Regulation
S-K and Rule 13a-15(e) under the Securities Exchange Act.

*   *   *   *   *

      Please amend your registration statement and Form 10-K in
response to these comments.  You may wish to provide us with
marked
copies of the amendments to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Please
submit the cover letter on EDGAR as correspondence.  Detailed
cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      You may contact Andrew Mew, Staff Accountant, at (202) 551-
3377
or Robert S. Littlepage, Jr., Accounting Branch Chief, at (202)
551-
3361 if you have questions regarding comments on the financial
statements and related matters.  Please contact Daniel Zimmerman,
Staff Attorney, at (202) 551-3367 or me at (202) 551-3810 with any
other questions.

Sincerely,

Larry Spirgel
Assistant Director

cc:	John P. Fletcher
Kutak Rock LLP
(501) 975-3001 (fax)

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