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ALLTEL CORPORATION

One Allied Drive, Little Rock,
Arkansas 72202

May 27, 2005

Larry Spirgel

Assistant Director

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

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. Spirgel:

This letter responds to your letter dated May 17,
2005 wherein you make comments to the Amendment No. 1 to Form S-4 filed by
ALLTEL Corporation ("ALLTEL") on May 2, 2005 relating to the merger of Western
Wireless Corporation ("Western Wireless") into a wholly-owned subsidiary of
ALLTEL (the "Form S-4"), the Form 10-K and Form 10-Q filed by ALLTEL on February
10, 2005 and May 6, 2005, respectively, and the Form 10-Q filed by Western
Wireless on May 6, 2005. 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. 2 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 Amendment No. 1 to Form S-4

Summary, page 5

Recent Developments, page 5

Settlement of Equity Unit Purchase Contracts, page 5

SEC Comment #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.

Response

The Form S-4 is amended by deleting the text under the Section
titled "Recent Developments" on page 5 and replacing it with new text which
clearly and briefly states how ALLTEL expects to use the proceeds. The new
text also has been updated to reflect that the settlement of the equity units
occurred on May 17, 2005.

The Merger, page 30

Background of the Merger, page 30

SEC Comment #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.

Response

The Form S-4 is amended by revising the third paragraph of the
Section titled "Background of the Merger" on page 31.

SEC Comment #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.

Response

The Form S-4 is amended by revising the sixth paragraph of the
Section titled "Background of the Merger" on page 31.

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

SEC Comment #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.

Response

The Form S-4 is amended by adding a new sentence to the
Section titled "Alternatives to the Merger and Advantages of the ALLTEL
Transaction" on page 36.

Opinion of Financial Advisor to Western Wireless, page 37

SEC Comment #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).

Response

Counsel for Bear Stearns is simultaneously and supplementally
providing the Staff with a copy of Bear Stearns' engagement letter with Western
Wireless.

Western Wireless Valuation, page 39

Discounted Cash Flow Analysis, page 42

SEC Comment #6

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

Response

The Form S-4 is amended by revising the second paragraph of
the Section titled "Western Wireless Valuation - Discounted Cash Flow Analysis"
on page 43 and the Section titled "ALLTEL Valuation - Discounted Cash Flow
Analysis" on page 47.

SEC Comment #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.

Response

The Form S-4 is amended by revising the second paragraph of
the Section titled "Selected Precedent Merger and Acquisition Transactions" on
page 45.

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

SEC Comment #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.

Response

The Form S-4 is amended by revising the fourth paragraph of
the Section titled "Material United States Federal Income Tax Consequences of
the Merger" on page 54.

The Merger Agreement, page 57

SEC Comment #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.

Response

The Form S-4 is amended by revising the introductory paragraph
to the section titled "The Merger Agreement" on page 59.

Unaudited Pro Forma Combined Condensed Balance Sheet, page 102

Unaudited Pro Forma Combined Condensed Statement of Income,
page 103

SEC Comment #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.

Response

As stated in your question, fair value represents the amount
at which an asset could be bought or sold in a current transaction between
willing parties. ALLTEL is not aware of any instances in the wireless industry
in which a roaming agreement has been bought or sold on a stand-alone basis. In
lieu of purchasing existing roaming agreements, a carrier would be required to
negotiate its own roaming agreements. The Western Wireless roaming agreements
also preclude transfer of ownership without the consent of both parties;
therefore, it is unlikely that a marketplace would exist for selling an existing
roaming agreement. In order to provide roaming services under the Western
Wireless agreements, a carrier would need to have a wireless network in place
covering the applicable service areas; and currently, there are no market
participants that would meet this requirement. Furthermore, ALLTEL is not aware
of any instances in the wireless industry in which an acquirer has ever assigned
value to a roaming agreement as part of its final purchase price allocation.
Consequently, there is no readily available market data to estimate fair value
of the roaming agreements for purposes of preparing a preliminary purchase price
allocation.

Following completion of the merger, the majority of Western
Wireless' roaming revenues will become subject to the terms and conditions of
ALLTEL's existing roaming agreements, reducing the level of future cash flows
that will be realized under the Western Wireless roaming agreements. It should
also be noted that another likely "hypothetical" buyer (i.e., a market
participant similar to ALLTEL) would have similar existing roaming agreements.
Additionally, with the exception of two agreements, Western Wireless' roaming
agreements can be terminated by either party without cause upon 90 days written
notice, thereby making the future cash flows associated with such agreements
highly uncertain and further reducing the potential value assignable to these
roaming agreements. Beyond the issue of potential early termination of the
agreements, significant uncertainty related to future cash flows associated with
the agreements would also result from likely fluctuations in the volume of
roaming traffic subject to the terms and conditions of the agreements, making it
nearly impossible to reliably and reasonably estimate the underlying economics
related to these agreements.

Given the fact that roaming agreements are not bought or sold
and freely transferable between third parties and the uncertainty of the
associated future cash flows, ALLTEL has concluded that the value of such
agreements would be de minimus and continued to assign no value to the Western
Wireless roaming agreements in its preliminary purchase price allocation. As
noted above, the preliminary valuation is consistent with purchase price
allocations related to companies similar to Western Wireless (i.e., no separate
allocation to a roaming agreement intangible asset).

ALLTEL believes that the values assigned to all intangible
assets to be acquired in the Western Wireless acquisition, including customer
relationships and cellular licenses, reflect assumptions that a marketplace
participant would use in estimating fair value for purposes of preparing a
preliminary purchase price allocation.

SEC Comment #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.

Response

For valuation purposes, ALLTEL has historically used a
combination of a market approach and Greenfield income approach in determining
the fair value of wireless licenses in past acquisitions and for purposes of
performing its SFAS No. 142 annual impairment test. Under this methodology,
separate fair values for the wireless licenses are computed under the market
approach and the Greenfield income approach, and equal weighting is then
assigned to each of the separate valuation scenarios in order to estimate fair
value of the wireless licenses. ALLTEL's experience has been that the fair
values derived from using the market approach and Greenfield income approach
have not been materially different from each other. The Greenfield income
approach is inherently sensitive to changes in certain key assumptions including
discount rate, level of capital expenditures and time required to build out a
network and future profitability levels. Because of the extreme sensitivity to
changes in these assumptions, ALLTEL has used a variety of sources and market
indications to support the assumptions used in the Greenfield income approach,
including consideration of historical company performance, company projections
and related analyst reports of future performance estimates, as well as data
related to the historical and projected performance of similar wireless
companies. In reviewing the assumptions used by Western Wireless in its annual
SFAS No. 142 impairment test and the assumptions ALLTEL has used in past
acquisitions and in its most recent annual impairment test, ALLTEL noted the
following differences:

  Discount rate. ALLTEL used 14%
  compared to 11.5% used by Western Wireless. Using a 14% percent discount rate
  and holding all other assumptions constant results in a preliminary fair value
  calculation of the Western Wireless licenses of approximately $235.0 million,
  which closely approximates the $223.0 million fair value derived by ALLTEL
  using market data only. For comparative purposes, using a 13% discount rate
  increases the fair value to approximately $444.0 million; at 12%, the fair
  value increases to approximately $713.0 million; and at 11.5%, the fair value
  increases to $877.0 million. The difference in the discount rate assumption
  used by ALLTEL and Western Wireless would explain approximately $650.0 million
  of the overall difference in fair value assigned to the domestic licenses.
  ALLTEL's current weighted average cost of capital in its wireless business is
  approximately 10%. ALLTEL believes that the use of a 14% discount rate for
  purposes of the Greenfield income approach is appropriate to reflect the
  significant additional risk premium associated with the build-out of a new
  wireless network and the start-up of the related business. Conversely, the
  discount rate utilized by Western Wireless was determined based upon a review
  of the capital str