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ALLTEL CORPORATION

One Allied Drive, Little Rock,
Arkansas 72202

May 13, 2005

Larry Spirgel

Assistant Director

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:    ALLTEL
Corporation

Form 10-K for the fiscal year ended December 31, 2004

Filed February 10, 2005

File No. 1-4996

Dear Mr. Spirgel:

This letter supplements ALLTEL Corporation's ("ALLTEL") April 29, 2005
response to Comment No. 52 of your letter dated April 20, 2005, in accordance
with ALLTEL's discussions with the Securities and Exchange Commission's
accounting staff during the conference call held on May 11, 2005.

We appreciate the continued assistance of the staff and look forward to
discussing this supplemental information with them at their convenience. Please
telephone Jeffery R. Gardner (501-905-8614) or me at (501-905-8111) with
questions or comments.

                    Very truly yours,

                    /s/ Francis X. Frantz

                    Francis X. Frantz

cc:     Robert S. Littlepage, Jr.

          Andrew Mew

Sondra Stokes

          Daniel Zimmerman

As summarized in Exhibit I (attached), all of
ALLTEL's ILEC subsidiaries that follow SFAS No. 71 are subject to rate-of-return
regulation at the federal level for interstate services and five of its
twenty-two ILEC subsidiaries continue to be subject to rate-of-return regulation
at the state level for intrastate services. CONFIDENTIAL TREATMENT REQUESTED BY
ALLTEL CORPORATION FOR SECOND THROUGH FOURTH SENTENCES OF THIS PARAGRAPH.

Listed below are the additional questions asked by
the SEC's accounting staff during the May 11, 2005 conference call and ALLTEL's
responses thereto.

  Explain how the rate setting process for the alternative regulation plans
  is generally similar to the rate setting process under rate-of-return
  regulation and how the alternative regulation plan rate setting process meets
  the conditions of paragraph 5 of SFAS No. 71.
  Prior to ALLTEL's individual, state specific, alternative regulation
  elections in Alabama, Arkansas, Florida, Georgia, Kentucky (ALLTEL Kentucky,
  Inc.), North Carolina, Ohio, Pennsylvania, South Carolina and Texas, these
  operations were subject to rate-of-return regulation. Under rate-of-return
  regulation, ALLTEL's rates for intrastate services were established by
  independent, third party regulators (i.e., the state public service
  commissions) and were designed to recover the specific costs of providing the
  regulated services to customers, consistent with the requirements of
  paragraphs 5(a) and 5(b) of SFAS No. 71. Authorized rates were designed to
  produce recovery of costs and a specified return across the entire suite of
  intrastate products and services, but not necessarily for each individual
  product or service.

  At the time of ALLTEL's alternative regulation elections, ALLTEL's
  intrastate rates were "deemed lawful" by the state public service commissions
  and reflected ALLTEL's specific costs to provide intrastate services plus an
  allowed rate-of-return. To ease the administrative burden on companies seeking
  adjustment to their intrastate service rates, the alternative regulation plans
  provide for future rate increases that are generally tied to an inflationary
  index, such as the GDP-PI index, and are permitted for basic and non-basic
  services covered by the alternative regulation plans. With respect to basic
  intrastate services, many alternative regulation plans impose caps on the rate
  increases to ensure that consumers do not experience significant increases in
  basic rates. In addition, there are mechanisms in the majority of the
  alternative regulation plans that allow for the recovery of certain
  "exogenous" costs through rate adjustments outside of the typical GDP-PI and
  other inflationary-type price indexes.

  While some products and services are subject to the inflationary index
  process and some products and services are subject to caps, in total the
  alternative regulation plan price increase mechanisms are designed to provide
  for modest rate increases, similar to the results achieved by requiring rate
  case filings under rate-of-return regulation. The cost incurred to provide the
  capped services is recovered, in part, through the rates set for the services
  that are not "capped," but subject to the inflationary index and exogenous
  cost price increase mechanisms described above. Therefore, the alternative
  regulation "rate caps" have no more of a limiting effect on the ability of a
  company to recover its specific costs to provide intrastate services than the
  rate design mechanisms used under the rate-of-return regulation process. Both
  processes result in a company charging rates that are designed to recover its
  expected total specific costs plus a reasonable return and are not designed to
  recover the specific costs associated with individual products or services,
  consistent with the requirements of paragraphs 5(a) and 5(b) of SFAS No. 71.

  Describe the process in
  which ALLTEL may increase rates.

  Costs are not specifically evaluated in the rate change analysis. As
  discussed above, the inflationary index contained in an alternative regulation
  plan is designed to cover cost increases resulting from inflation that may be
  incurred during the year. Tariff sheets are revised on a regular basis to
  reflect the proposed prices for basic and non-basic services and are submitted
  to the applicable state public service commission for approval wherever price
  increases are allowed. The approval timeframe varies from state to state but
  generally ranges from 1 to 90 days. Public service commission review is
  generally limited to a determination that the proposed rates and related
  revenues are consistent with the requirements of the applicable alternative
  regulation plan, i.e., not in excess of allowable increases on a percentage
  basis. Historically, the public service commissions have approved ALLTEL's
  requests for tariff increases. In certain instances, ALLTEL has been required
  to adjust certain of its proposed rate increases in order to obtain public
  service commission approval. Revenues generated by application of the
  inflation index to existing rates are intended, in total, to reflect the
  general inflationary increase in the specific costs incurred by the company to
  provide intrastate services. Under the alternative regulation plans, a
  company's total revenues are designed to recover total costs, however
  individual rates for specific products or services may not be designed to
  recover the specific costs of providing those individual products or services.
  As stated above, ALLTEL's requests for rate increases for intrastate services
  under the alternative regulation plans are subject to approval by independent,
  third party regulators (i.e., the state public service commissions) and are
  designed to recover the specific costs of providing the regulated services to
  customers, consistent with the requirements of paragraphs 5(a) and 5(b) of
  SFAS No. 71.

  Describe the process in which ALLTEL may revert
  back to rate-of-return regulation for intrastate services in those
  jurisdictions in which ALLTEL has elected alternative regulation.

  Attached as Exhibit I to this response is a summary by state describing how
  rates for interstate, intrastate basic and intrastate non-basic services are
  established in each state and explaining the process by which ALLTEL may
  revert back to rate-of-return regulation for intrastate services. As outlined
  in Exhibit I, in each state in which ALLTEL operates its local exchange
  business, a portion of each subsidiary's revenues are presently subject to
  rate-of-return regulation (interstate access services, including special
  access and DSL services). In each of the states in which ALLTEL has elected
  alternative regulation, except for Georgia and South Carolina, ALLTEL has the
  ability to revert back to rate-of-return regulation for intrastate services,
  if the rates charged to customers no longer recover the specific costs of
  providing those services.

  Explain how certain operations in Kentucky
  operate under alternative regulation and follow SFAS No. 71, while the
  acquired operations in Kentucky follow federal price cap regulation and are
  not subject to SFAS No. 71.

At the time that ALLTEL acquired the local exchange
operations in Kentucky from Verizon Communications, Inc. ("Verizon") in August
2002, Verizon had already discontinued the application of SFAS No. 71 for these
operations, due in part, to the fact that these operations were subject to
price-cap regulation for interstate services and provided service in larger
cities such as Lexington where competitive pressure is more prevalent.
Conversely, ALLTEL's existing interstate rate-of-return ILEC subsidiaries
operate in mostly rural areas. Upon completion of the acquisition, ALLTEL did
not seek to revert the acquired operations back to rate-of-return regulation for
interstate services and instead sought waiver from the Federal Communications
Commission ("FCC") of its "all-or-nothing" rule (Section 61.41(b) of the
Communications Act of 1934) for all of its existing interstate rate-of-return
ILEC subsidiaries. This waiver, granted in 2002 prior to the closing of the
transaction with Verizon, permitted ALLTEL's interstate rate-of-return ILEC
subsidiaries to continue to operate under rate-of-return regulation for
interstate services, while permitting the acquired local exchange operations
from Verizon to remain under price cap regulation. The reasons ALLTEL cited in
support of the waiver request were as follows:

(1) upon closing of the transaction the acquired
assets would be held by a new ALLTEL operating affiliate separate and apart from
the existing ALLTEL local exchange operations;

(2) the FCC had previously acknowledged that price
cap regulation should not be imposed on smaller carriers that do not exhibit the
same characteristics as the largest ILECs;

(3) as a small carrier, ALLTEL's existing interstate
rate-of-return ILEC subsidiaries would not benefit from the price cap economies
of scope and scale enjoyed by the vastly larger Regional Bell Operating
Companies;

(4) ALLTEL's existing exchanges are not contiguous to
the acquired operations and are dispersed throughout the states;

(5) customer/line density, a primary driver of cost,
is widely variant within ALLTEL; and

(6) ALLTEL's existing interstate rate-of-return ILEC
subsidiaries do not serve any city center with a population greater than
100,000.

As previously discussed, a substantial portion of
ALLTEL's ILEC revenues are either directly subject to rate-of-return regulation
or are supported by rates that have been established by state public service
commissions under alternative regulation plans that use a pricing methodology
similar to rate-of-return regulation. For interstate telecommunications services
provided by each of ALLTEL's ILEC subsidiaries, except for the Kentucky
properties acquired in 2002 and the Nebraska operations acquired in 1999, the
rates charged for these interconnection services remain subject to
rate-of-return regulation imposed by the FCC. Accordingly, the rates charged for
interconnection services have been designed to recover the specific costs of the
subsidiaries, consistent with paragraphs 5(a) and 5(b) of SFAS No. 71. For
intrastate services subject to alternative regulation plans, these plans provide
for pricing flexibility that allow ALLTEL's individual subsidiaries to recover,
in total, the specific costs of providing intrastate services to customers and
future rate increases remain subject to approval by the state public service
commissions, consistent with the requirements of paragraphs 5(a) and 5(b) of
SFAS No. 71. In addition, as previously stated in ALLTEL's response dated April
29, 2005 to SEC Comment No. 53, each of ALLTEL's ILEC subsidiaries in 2004
generated positive operating cash flows sufficient to fund the subsidiaries'
day-to-day operations and to fund their capital expenditure requirements. Based
on ALLTEL's five-year forecast, the company expects each of the ILEC
subsidiaries to continue to generate sufficient cash flows to fund their future
operating and capital expenditure requirements. Considering these factors and
consistent with the criteria discussed in paragraph 5(c) and paragraphs 66-69 of
SFAS No. 71, ALLTEL has concluded that the market for its regulated basic local
telecommunication services currently supports pricing levels that are sufficient
to recover ALLTEL's operating costs and capitalized investment in property,
plant and equipment. Accordingly, ALLTEL continues to believe that the continued
application to its ILEC subsidiaries of the accounting for regulated enterprises
prescribed by SFAS No. 71 is appropriate.

As discussed in ALLTEL's periodic Form 10-Q and Form
10-K filings, ALLTEL monitors closely changes in the regulatory and competitive
environment in which its ILEC subsidiaries operate. In assessing the continued
applicability of SFAS No. 71, ALLTEL monitors the:

  Level of competition in its markets. To date,
  competition has not had a significant adverse effect on the operating results
  of ALLTEL's ILEC subsidiaries because ALLTEL provides wireline
  telecommunications services in mostly rural areas. Although ALLTEL has
  experienced modest declines on a year-over-year basis in access lines and
  revenues, ALLTEL has not been required to discount intrastate service rates in
  response to competitive pressures.

  Level of revenues and access lines currently
  subject to rate-of-return regulation or which could revert back to
  rate-of-return regulation in the future. For its ILEC subsidiaries that follow
  SFAS No. 71, all interstate revenues are subject to rate-of-return regulation
  and comprise approximately one-fourth of ALLTEL's total ILEC regulated
  revenues. The majority of ALLTEL's remaining intrastate revenues are either
  subject to rate-of-return regulation or could become subject to rate-of-return
  regulation upon election by ALLTEL, subject in certain cases to approval by
  the state public service commissions.

  Level of profitability of the ILEC subsidiaries.
  ALLTEL has experienced modest declines in its operating and cash flow margins,
  however, the prices charged to customers for interstate and intrastate
  services continue to be sufficient to recover its specific costs of providing
  these services to customers.

Any material adverse changes in any or all of the
above factors would likely cause ALLTEL to conclude that its ILEC operations no
longer qualify for the application of SFAS No. 71.

EXHIBIT I

SUMMARY OF ALLTEL CORPORATION'S ILEC OPERATIONS SUBJECT TO
SFAS NO. 71

CONFIDENTIAL TREATMENT REQUESTED BY
ALLTEL CORPORATION

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