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ALLTEL CORPORATION

One Allied Drive, Little Rock,
Arkansas 72202

April 29, 2005

Larry Spirgel

Assistant Director

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

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

Dear Mr. Spirgel:

This letter responds to your letter dated April
20, 2005 wherein you make comments to the Form S-4 filed by ALLTEL Corporation
("ALLTEL") on March 25, 2005 relating to the merger of Western Wireless
Corporation ("Western Wireless") into a wholly-owned subsidiary of ALLTEL (the
"Form S-4") and the Form 10-K filed by ALLTEL on February 10, 2005 for its
fiscal year ended on December 31, 2004 (the "Form 10-K"). For your convenience,
ALLTEL has restated each comment in its entirety with the response of ALLTEL and
Western Wireless, as applicable, following immediately thereafter. Concurrent
with the delivery of this letter, we have filed Amendment No. 1 to Form S-4 that effects the amendments described in our
response.

                    Very truly yours,

                    /s/ Francis X. Frantz

                    Francis X. Frantz

cc:     Robert S. Littlepage, Jr.

          Andrew Mew

          Daniel Zimmerman

ALLTEL Form S-4

General

SEC Comment #1

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

Response

We have attached the form of opinion of Kutak Rock LLP as to the legality of
the securities to be issued as Exhibit 5.1 to Amendment No. 1 to Form S-4 and
the forms of opinion of Skadden, Arps, Slate, Meagher & Flom LLP and Jones Day
regarding certain Federal income tax matters as Exhibits 8.1 and 8.2,
respectively, to Amendment No. 1 to Form S-4.

Prospectus Cover Page / Letter to Shareholders

SEC Comment #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.

Response

The Form S-4 is amended by revising the second paragraph of the Prospectus
Cover Page/Letter to Shareholders.

SEC Comment #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.

Response

The Form S-4 is amended by revising the fourth paragraph to the Prospectus
Cover Page/Letter to Shareholders.

SEC Comment #4

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

Response

The Form S-4 is amended by revising the fourth paragraph to the Prospectus
Cover Page/Letter to Shareholders.

Summary, page 5

Recent Developments, page 5

SEC Comment #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.

Response

The Form S-4 is amended by adding a new third paragraph and revising the
first and fourth paragraphs to the Section titled "Settlement of Equity Unit
Purchase Contracts" on page 5.

ALLTEL's Reasons for the Merger, page 8

SEC Comment #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.

Response

The Form S-4 is amended by revising the paragraph titled "ALLTEL's Reasons
for the Merger" on page 9.

Interests of Certain Persons in the Merger, page 8

SEC Comment #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.

Response

The Form S-4 is amended by revising the paragraph titled "Interests of
Certain Persons in the Merger" on page 9.

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

SEC Comment #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.

Response

The Form S-4 is amended by revising footnote (a) on page 19.

SEC Comment #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.

Response

The Form S-4 is amended by adding a new footnote (b) to the table on page 19
to provide such presentation.

Risk Factors, page 25

Risks Related to the Merger, page 25

SEC Comment #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.

Response

The Form S-4 is amended on page 26 to add the 1st risk factor in
Western Wireless' Form 10-K regarding risks related to the merger.

As outlined below, ALLTEL believes the Form S-4 includes risks factors that
adequately address the following risks detailed in Western Wireless' Form 10-K
that will be faced by the combined company:

    The 2nd risk factor in Western Wireless' Form 10-K regarding
    roaming arrangements (see the first risk factor in the Section titled "Risks
    Related to ALLTEL" on page 28).

    The 6th risk factor in Western Wireless' Form 10-K regarding
    capital needs (see the third risk factor in the Section titled "Risks
    Related to ALLTEL" on page 28).

    The 8th risk factor in Western Wireless' Form 10-K regarding
    competition in the telecommunications industry (see the first risk factor in
    the Section titled "Risks Related to ALLTEL" on page 28).

    The 9th, 18th, 19th, 20th,
    21st and 22nd risk factors in Western Wireless' Form
    10-K regarding international operations. In the fifth risk factor in the
    Section titled "Risks Related to the Merger" on page 25, there is a
    discussion of the new risks to ALLTEL associated with assuming Western's
    international operations. However, this discussion is not as expansive as
    the discussion of risks related to international operations included in
    Western Wireless Form 10-K because international operations are more
    significant to Western Wireless' operations than they will be to the
    combined company following the merger. By way of illustration, international
    operations accounted for approximately 45% of Western Wireless' revenues for
    fiscal 2004, while on a pro forma historical basis revenue from
    international operations accounted for approximately less than 9% of the
    combined company for fiscal 2004.

    The 3rd, 11th and 12th risk factors in
    Western Wireless' Form 10-K regarding governmental regulations and FCC
    licenses (see the second risk factor in the Section titled "Risks Related to
    ALLTEL" on page 28).

ALLTEL believes the following risk factors in Western Wireless' Form 10-K are
not applicable to the combined company following the merger for the reasons
stated below:

    The 4th risk factor in Western Wireless' Form 10-K regarding
    significant debt and its ability to raise capital. Unlike Western Wireless,
    ALLTEL has long-term debt with an investment grade rating and much greater
    access to liquidity and capital resources, and we expect these attributes to
    continue following the merger for the combined company.

    The 5th risk factor in Western Wireless' Form 10-K regarding
    restrictive covenants in its debt obligations. Unlike Western Wireless,
    ALLTEL has and expects to continue to have following the merger an
    investment grade rating in its long-term debt. As a result, ALLTEL expects
    either to repay and terminate Western Wireless' debt obligations following
    the merger or to be able to maintain compliance with the restrictive
    covenants contained in such obligations.

    The 7th risk factor in Western Wireless' Form 10-K regarding
    historical losses. ALLTEL has not historically sustained losses from
    continuing operations.

    The 17th risk factor in Western Wireless' Form 10-K regarding
    control by management. Unlike Western, ALLTEL does not have a separate class
    of stock with superior voting rights.

The remaining risk factors in Western Wireless' Form 10-K are referenced
below. While these risk factors may apply to any issuer in the
telecommunications industry, ALLTEL does not believe that these risk factors
present one of the significant risk factors that should be considered by an
investor in ALLTEL's common stock (including on a combined basis after the
merger).

    The 10th risk factor in Western Wireless' Form 10-K regarding
    failure to develop future businesses.

    The 13th risk factor in Western Wireless' Form 10-K regarding
    wireless portability.

    The 14th risk factor in Western Wireless' Form 10-K regarding
    concerns about health and safety relating to wireless services.

    The 15th risk factor in Western Wireless' Form 10-K regarding
    restructurings, spin-offs or divestitures.

    The 16th risk factor in Western Wireless' Form 10-K regarding
    loss of senior management.

The Merger, page 30

Background of the Merger, page 30

SEC Comment #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.

Response

The Form S-4 is amended by adding a new third and fourth paragraph to the
Section titled "Background of the Merger" on page 30.

SEC Comment #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."

Response

The Form S-4 is amended by revising the sixth paragraph to the Section titled
"Background of the Merger" on page 30.

SEC Comment #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.

Response

The Form S-4 is amended by revising the eighth paragraph to the Section
titled "Background of the Merger" on page 30.

SEC Comment #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.

Response

The Form S-4 is amended by revising the tenth paragraph to the Section titled
"Background of the Merger" on page 30. Western Wireless informed ALLTEL that
Western Wireless did not make any specific proposals to the two potential
purchasers referenced in the disclosure but only authorized that they be
contacted to test their potential interest in acquiring Western Wireless. With
respect to the last sentence of the staff's comment, Western Wireless further
informed ALLTEL that the Western Wireless board made no determination at this
time that a merger was necessary.

SEC Comment #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.

Response

The Form S-4 is amended by revising the twelfth paragraph to the Section
titled "Background of the Merger" on page 30.

SEC Comment #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.

Response

With respect to the "other risks", the Form S-4 is amended by revising the
fourteenth paragraph to the Section titled "Background of the Merger" on page
30. With respect to the references to "open issues", Western Wireless has
informed ALLTEL that these references are descriptive of the events that
occurred during the meeting and that Western Wireless is of the view that detail
of the "back-and-forth" on specific merger agreement issues that were later
resolved is not material or useful to Western Wireless shareholders.

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

SEC Comment #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.

Response

The Form S-4 is amended by adding a new paragraph at the end of the Section
titled "Financial Terms - Premium Valuation" on page 34.

SEC Comment #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.

Response

The Form S-4 is amended by deleting the caption reference on page 34, which
was an error. The point is covered substantively in the next Section below,
titled "Opportunity to Participate in a Stronger Combined Company After the
Merger."

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

SEC Comment #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.

Response

Western Wireless has informed ALLTEL that the Western Wireless Board did not
give material consideration, if any, to the factor referenced in the staff's
comment.

SEC Comment #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.

Response

The Form S-4 is amended by revising the third bullet point under the Section
titled "Opportunity to Participate in a Stronger Combined Company After the
Merger" on page 34.

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

SEC Comment #21

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

Response

The Form S-4 is amended by revising the second bullet point to the second
paragraph under the Section titled "Alternatives to the Merger and Advantages of
the ALLTEL Transaction" on page 35.

SEC Comment #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.

Response

Western Wireless has informed ALLTEL that the Western Wireless Board did not
give material consideration, if any, to the factor referenced in the staff's
comment.

Opinion of Financial Advisor to Western Wireless, page 36

SEC Comment #23