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ALLTEL CORPORATION

One Allied Drive, Little Rock,
Arkansas 72202

June 15, 2005

Larry Spirgel

Assistant Director

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:    ALLTEL
Corporation

Amendment No. 2 to Form S-4

Filed May 27, 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 June 10, 2005, wherein you make
comments to Amendment No. 2 to Form S-4 filed by ALLTEL Corporation ("ALLTEL")
on May 27, 2005 relating to the merger of Western Wireless Corporation ("Western
Wireless") into a wholly-owned subsidiary of ALLTEL (the "Form S-4"). For your
convenience, ALLTEL has restated each comment in its entirety with the response
of ALLTEL and Western Wireless, as applicable, following immediately thereafter.
In addition, we have enclosed with this response Attachment A, which
includes certain sections of the Form S-4 marked to show additional changes we
anticipate making to the Form S-4 when we file the next amendment. Per recent
conversations with Mr. Daniel Zimmerman, it is our understanding that the staff
is willing to review the new disclosures described in this response prior to
such language being filed in an amendment. Accordingly, we hereby request that
the staff review the proposed revisions to the Form S-4 described herein and
advise us as to any comments it may have regarding such changes. Following
resolution of the accounting-related comments raised in your June 13, 2005,
letter, we will file an Amendment No. 3 to Form S-4 that effects all amendments
described in this response.

                    Very truly yours,

                    /s/ Francis X. Frantz

cc:     Robert S. Littlepage, Jr.

          Andrew Mew

          Daniel Zimmerman

ALLTEL Amendment No. 2 to Form S-4

Summary, page 5

Recent Developments, page 5

SEC Comment #1

We note your revisions in response to prior comment 1. We specifically note
your statement that "Unless otherwise indicated, all references to shares of
ALLTEL common stock issued and outstanding in this proxy statement/prospectus
exclude the shares of ALLTEL common stock that were issued pursuant to the
equity units." The 24.5 million shares you issued pursuant to the equity units
appears to be about 8% of your previously outstanding shares, which is
significant. Accordingly, generally revise the registration statement so that
references to outstanding ALLTEL common stock do not exclude the shares issued
pursuant to the equity units.

Response

In Amendment No. 3 to Form S-4, ALLTEL will delete the quoted text and will
generally revise the Form S-4 as requested so that references to outstanding
ALLTEL common stock do not exclude the shares issued pursuant to the equity
units. To the extent the Form S-4 includes historical financial information as
of March 31, 2005 regarding shares outstanding or per share information, we will
include explanatory disclosure by footnote or otherwise to clarify that such
amounts do not reflect the 24.5 million shares that were issued on May 17, 2005.

Western Wireless Valuation, page 40

Discounted Cash Flow Analysis, page 43

SEC Comment #2

We note your revisions in response to prior comment 6. Please further revise
to explain, in everyday language, what unlevered betas of 1.00 and 0.800 signify
and why. In other words, do these numbers mean that Bear Stearns evaluated
Western Wireless' domestic wireless business as more or less volatile than some
broader market portfolio?

Response

In Amendment No. 3 to Form S-4, ALLTEL will revise the Section titled
"Western Wireless Valuation - Discounted Cash Flow Analysis" on page 43 of the
Form S-4 as set forth below (changes underlined). The same changes will be made
to the Section titled "ALLTEL Valuation - Discounted Cash Flow Analysis" on page
47 of the Form S-4.

  Discounted Cash Flow Analysis. Bear Stearns performed an analysis of
  the present value of the cash flows available to equity holders that Western
  Wireless could generate over fiscal years 2005 through 2009. For this
  analysis, Bear Stearns analyzed separately the cash flows for Western
  Wireless' domestic wireless business and international wireless business.

  2

  For Western Wireless' domestic wireless business, Bear Stearns applied
  terminal value multiples ranging from 6.0x to 6.5x (based on the corresponding
  range of implied perpetual growth rates of free cash flow that Bear Stearns
  determined to be reasonable) to Western Wireless' domestic wireless business'
  forward EBITDA for Case 1 and Case 2, as provided by the management of Western
  Wireless. Bear Stearns chose these terminal value multiples based on (i) the
  implied perpetual growth rates of free cash flow derived from such multiples,
  (ii) Bear Stearns' review of trading data for comparable public companies and
  (iii) Bear Stearns' overall experience in valuing domestic wireless companies.
  The cash flows were then discounted to present value using a weighted average
  cost of capital, or WACC, of 10.5% (based on a range of unlevered betas
  between 0.800, implying slightly lower volatility for Western Wireless'
  domestic wireless business, and 1.000, implying the same volatility as the
  general market portfolio, which range was determined by observing the betas of
  selected regional and national wireless service providers, and debt-to-total
  capitalization ratios between 20.0% and 50.0%). Unlevered beta is a measure of
  the volatility in a company's stock market price relative to the broader stock
  market that is calculated assuming that the company being analyzed has no debt
  in its capital structure. Based on the foregoing, Bear Stearns calculated an
  implied equity value range for Western Wireless' domestic wireless business of
  $13.27 to $14.96 per share under Case 1 and $15.77 to $17.62 per share under
  Case 2.

Unaudited Pro Forma Combined Condensed Balance Sheet, page 104

Unaudited Pro Forma Combined Condensed Statement of Income, page 105

SEC Comment #3

We are considering your responses to prior comments 10, 11, and 12. We may
have further comments.

Response

On June 13, 2005, ALLTEL received the staff's additional comments to prior
comments 10, 11, and 12. ALLTEL currently is working with the SEC's accounting
staff to resolve the questions raised in the June 13, 2005, letter.

3

ATTACHMENT A

(For ease of reference, excerpts
include page

numbers from the Form S-4)

regulatory or otherwise, that collectively would have a material effect on
Western Wireless, ALLTEL or Merger Sub.

    Summary of Financial Analyses

    The following is a summary of the material financial analyses performed by
Bear Stearns in connection with the rendering of its fairness opinion to the
Western Wireless board of directors. Some of the financial analyses summarized
below include information presented in tabular format. In order to understand
fully Bear Stearns' financial analyses, the tables must be read together with
the text of the summary. The tables alone are not a complete description of the
financial analyses. Considering the tables alone could create a misleading or
incomplete view of Bear Stearns' financial analyses.

    In connection with its role as Western Wireless' financial advisor and as
directed by Western Wireless' board of directors, during the period from late
December 2004 through early January 2005, Bear Stearns contacted the two parties
it deemed most likely to be interested in a potential business combination with
Western Wireless in addition to ALLTEL, but was informed that they were not
interested in pursuing a possible business combination with Western Wireless.

    Western Wireless Valuation

    Bear Stearns analyzed the value of Western Wireless using implied trading
multiples of selected public companies and using implied multiples from selected
precedent merger and acquisition transactions. Bear Stearns also valued Western
Wireless using a discounted cash flow analysis. For purposes of Bear Stearns'
review, Bear Stearns utilized, among other things, projections of the future
financial performance of Western Wireless, as prepared by the management of
Western Wireless. Information in the following analyses referred to as "Case 1"
for Western Wireless means the financial projections of the future performance
of Western Wireless through December 31, 2009 that were prepared by the
management of Western Wireless in
FallApril
2004 to help prospective lenders of Western Wireless assess debt financing
alternatives and assumed certain base operating results with respect to Western
Wireless' revenue, EBITDA (as defined below) and capital expenditures.
Information referred to as "Case 2" for Western Wireless means the financial
projections of the future performance of Western Wireless through December 31,
2009 that were preparedcompleted
by the management of Western Wireless
in October 2004 and assumed
certain more favorable operating results for Western Wireless with respect to
Western Wireless' revenue, EBITDA and capital expenditures.
Case 2 was based on more favorable assumptions regarding revenue growth
(including, with respect to domestic operations, an increase in future Universal
Service Fund revenue under Case 2 and a decrease in future Universal Service
Fund revenue under Case 1), and greater growth in EBITDA margins.
For purposes of the following analyses, Bear Stearns assumed an implied merger
consideration of $39.27 per share, equal to $9.25 in cash plus the value of
0.535 shares of ALLTEL common stock as of January 7, 2005.

    Selected Comparable Public Companies Analysis. Bear Stearns reviewed
and analyzed selected public companies in the wireless communications business
that it viewed as reasonably comparable to Western Wireless based on Bear
Stearns' knowledge of the domestic and international wireless communications
industry. In performing these analyses, Bear Stearns reviewed and analyzed
certain financial information (including equity value, enterprise value and
EBITDA) valuation multiples and market trading data relating to Western Wireless
and compared such information to the corresponding information of the selected
comparable companies.

    Specifically, Bear Stearns compared Western Wireless to six publicly traded
domestic wireless companies and two publicly traded international wireless
companies. To the extent publicly available, Bear Stearns reviewed the
enterprise value as of January 7, 2005 as a multiple of 2005 estimated earnings
before interest, income taxes, depreciation and amortization, also referred to
as "EBITDA", of each of these comparable companies.

    The domestic wireless companies were:

    Centennial Communications Corp.;

    Dobson Communications
    Corporation;

40

A-1

    Bear Stearns calculated the following multiples for the selected transactions
used in its analysis:

Selected Merger and Acquisition Transaction Multiples

    Enterprise Value

    as a Multiple of

    1-Year Forward

    EBITDA

    Current Market Transactions

    High

    10.8x

    Mean

    8.0x

    Low

    6.5x

    Most Comparable Transactions

    High

    12.1x

    Mean

    8.1x

    Low

    6.5x

    All Transactions (including Other Transactions)

    High

    13.1x

    Mean

    8.8x

    Low

    6.5x

    Based on the foregoing, Bear Stearns determined a forward EBITDA multiple
reference range of 7.0x to 8.0x and applied such range to the projected 2005
EBITDA for Western Wireless to calculate an enterprise value range for Western
Wireless under each of Case 1 and Case 2. Bear Stearns then used these
enterprise value ranges to calculate implied equity value ranges for Western
Wireless as follows:

    Low

    High

    Case 1

    $

    32.21

    $

    39.05

    Case 2

    $

    34.71

    $

    41.90

    Merger Consideration

    $

    39.27

    Discounted Cash Flow Analysis. Bear Stearns performed an analysis of
the present value of the cash flows available to equity holders that Western
Wireless could generate over fiscal years 2005 through 2009. For this analysis,
Bear Stearns analyzed separately the cash flows for Western Wireless' domestic
wireless business and international wireless business.

    For Western Wireless' domestic wireless business, Bear Stearns applied
terminal value multiples ranging from 6.0x to 6.5x (based on the corresponding
range of implied perpetual growth rates of free cash flow that Bear Stearns
determined to be reasonable) to Western Wireless' domestic wireless business'
forward EBITDA for Case 1 and Case 2, as provided by the management of Western
Wireless. Bear Stearns chose these terminal value multiples based on (i) the
implied perpetual growth rates of free cash flow derived from such multiples,
(ii) Bear Stearns' review of trading data for comparable public companies and
(iii) Bear Stearns' overall experience in valuing domestic wireless companies.
The lower multiple range used
in the discounted cash flow analysis compared to the average multiples in the
selected comparable companies analysis reflects Western Wireless' expected
slower growth rate beyond the terminal year when compared to the expected growth
rates in the projection period. The cash flows were then
discounted to present value using a weighted average cost of capital, or WACC,
of 10.5% (based on a range of unlevered betas between
0.800 and 1.000,0.800,
implying slightly lower volatility for Western Wireless' domestic wireless
business, and 1.000, implying the same volatility as the general market
portfolio, which range was determined by observing the betas of
selected regional and national wireless service providers and debt-to-total capitalization ratios
between 20.0% and 50.0%). Unlevered beta is a measure of the volatility in a
company's stock market price relative to the broader stock market that is
calculated assuming that the company being analyzed has no debt in its capital
structure. Based on the foregoing, Bear Stearns calculated an
implied equity value range for Western Wireless' domestic wireless business of
$13.27 to $14.96 per share under Case 1 and $15.77 to $17.62 per share under
Case 2.

    For Western Wireless' international wireless business, Bear Stearns applied
terminal value multiples ranging from 5.5x to 6.0x (based on the corresponding
range of implied perpetual growth rates of free cash

43

A-2

capitalization ratios between 20.0% and 50.0%). Unlevered beta is a measure
of the volatility in a company's stock market price relative to the broader
stock market that is calculated assuming that the company being analyzed has no
debt in its capital structure. Based on the foregoing, Bear Stearns calculated
an implied equity value range for ALLTEL's wireless business of $41.33 to $44.34
per share.

    Bear Stearns then combined the implied equity value ranges for ALLTEL's
wireline business and wireless business to calculate an aggregate implied equity
value ranges for ALLTEL of $52.96 to $57.32 per share, as compared to ALLTEL's
stock price of $56.12 on January 7, 2005.

    Merger Consequences

    Synergies. Bear Stearns reviewed ALLTEL management's estimates of the
potential operating expense synergies resulting from the merger. These estimates
were prepared by ALLTEL's management, assumed upfront costs associated with the
merger of $100 million and estimated potential operating expense synergies
ranging from $50 million in 2006 to $80 million in 2009. Based on this
information, Bear Stearns estimated that the net present value to ALLTEL of the
potential synergies in