UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~May~~July 37, 2006

ALLTEL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-4996	34-0868285
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Allied Drive, Little Rock, Arkansas		72202
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (501) 905-8000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. Entry into a Material Definitive Agreement.

~~Item~~As 2previously announced by ALLTEL Corporation (the "Company") on December 9, 2005, in order to effect the spin off of its wireline telecommunications business to stockholders, the Company entered into, among other agreements, a Distribution Agreement, dated as of December 8, 2005 (the "Distribution Agreement"), with ALLTEL Holding Corp.~~02 Results~~, a newly formed, wholly owned subsidiary of the Company ("Spinco"). Pursuant to the terms of ~~Operations~~the Distribution Agreement, the Company will contribute to Spinco the assets and ~~Financial~~liabilities ~~Condition~~relating to the Company's wireline telecommunications business, and in consideration therefor, Spinco will, among other things, issue to the Company $1,746,000,000 aggregate principal amount of 8.625% senior notes due 2016 of Spinco (the “Spinco Securities”).

On ~~May~~July 8, 32006, in connection with the transactions contemplated by the Distribution ~~2006~~Agreement, ~~ALLTEL~~the ~~Corporation~~Company entered into an exchange agreement (~~“Alltel”~~the or"Exchange Agreement"), with J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Inc. (together, the “"Investment Banks"), and Spinco (with respect to certain sections thereof). Pursuant to the Exchange Agreement, the Company” agreed to transfer the Spinco Securities to the Investment Banks, in equal amounts, in exchange (the "Exchange") ~~issued~~for the transfer by the Investment Banks to the Company of all or a ~~Press~~portion ~~Release~~of the $1,000,000,000 aggregate principal ~~announcing~~amount of the Company’'s ~~first~~commercial ~~quarter~~paper ~~2006~~held ~~unaudited~~by ~~consolidated~~the ~~results~~Investment Banks and all or a portion of the $686,557,000 aggregate principal amount of the Company's 4.656% ~~operations~~notes due 2007 held by the Investment Banks. The ~~Press~~Company ~~Release~~debt ~~presents~~obligations to be transferred to the Company’s ~~consolidated~~by ~~results~~the Investment Banks in the Exchange will have an agreed upon fair market value of ~~operations~~$1,673,365,133.15 ~~measured~~on ~~under~~the ~~generally~~date ~~accepted~~on ~~accounting~~which ~~principles~~the Exchange is consummated. The consummation of the Exchange is subject to the satisfaction of certain conditions, including, among others, that the private letter ruling the Company received from the IRS on April 7, 2006 continues to be valid through the Closing (~~“GAAP”~~defined below) and that the Purchase Agreement relating to the purchase of the Spinco Securities (described below) remains in full force and ~~its~~effect, ~~results~~and that all material conditions contained therein have been satisfied. Subject to the satisfaction of ~~operations~~these ~~from~~conditions, ~~current~~the ~~businesses~~Exchange is expected to be consummated on or about July 17, 2006, or such later date on which the transactions contemplated by the Distribution Agreement are consummated (the "Closing").

Following the Closing, and pursuant to a Purchase Agreement, dated June 28, 2006, between Spinco and the Investment Banks, as representatives of the initial purchasers named therein (the “~~Results~~Initial Purchasers”), the Investment Banks will sell the Spinco Securities and certain other debt securities of Spinco to the Initial Purchasers pursuant to Rule ~~operations~~144A and ~~from~~Regulation ~~current~~S ~~businesses”~~under ~~include~~the Securities Act of 1933, as amended. The Company debt obligations to be transferred to the ~~following:~~Company by the Investment Banks will be cancelled.

·On July 7, ~~Operating~~2006, ~~income~~ALLTEL ~~from~~Corporation ~~current~~approved ~~businesses~~and adopted Amendment No. 3 to its Supplemental Executive Retirement Plan. Attached hereto as Exhibits 10.2 is a copy of the full text of Amendment No. 3 to the Alltel Corporation Supplemental Executive Retirement Plan, the text of which is incorporated herein by this reference.

· Other income, net from current businesses

· Income taxes from current businesses

· Net income from current businesses

· Basic and diluted earnings per share from current businesses

· Equity free cash flow from current businesses

The current business measures are non-GAAP financial measures that differ from their respective GAAP counterparts in that they exclude the effects of discontinued operations, amortization expense related to intangible assets recorded in connection with the acquisition of wireless properties, a special cash dividend received on the Company’s investment in Fidelity National Financial, Inc. common stock, a change in accounting for certain operating leases and integration expenses and other charges.

Alltel’s purpose for excluding items from the current business measures is to focus on Alltel's true earnings capacity associated with providing telecommunication services. Management believes the items excluded from the current business measures are related to strategic activities or other events, specific to the time and opportunity available, and, accordingly, should be excluded when evaluating the trends of the Company's operations. For these reasons, Alltel believes that presenting the current business measures assists investors in assessing the true business performance of the Company by clarifying for investors the effects that certain items such as asset sales, restructuring expenses and other business consolidation costs arising from past acquisition and restructuring activities had on the Company's GAAP consolidated results of operations. The Company uses results from current businesses as management’s primary measure of the performance of its business segments. Alltel’s management, including the chief operating decision-maker, uses the current business measures consistently for all purposes, including internal reporting purposes, the evaluation of business objectives, opportunities and performance, resource allocation and the determination of management compensation.

Equity free cash flow from current businesses is a non-GAAP financial measure that is computed as net income from current businesses plus depreciation and amortization less capital expenditures including capitalized software development costs. The Company believes that

~~reporting~~ITEM ~~equity~~ 9.01. ~~free cash flow from current businesses assists investors in understanding~~Financial ~~Alltel’s~~ Statements ~~ability to generate sufficient positive cash flows to fund its ongoing cash operating requirements including capital expenditures, payment of dividends~~ and ~~debt service obligations~~Exhibits. ~~Equity free cash flow from current businesses should not be considered in isolation or as a substitute for cash flow from operations prepared in accordance with GAAP.~~

The financial tables of Alltel’s Press Release include a reconciliation of each of the non-GAAP financial measures discussed above to its most directly comparable financial measure calculated and presented in accordance with GAAP. A copy of Alltel’s Press Release dated May 3, 2006 is attached hereto as Exhibit 99(ac) ~~and is furnished as a part of this filing~~ Exhibits.

OnSee ~~May~~ Exhibit 3, 2006, the Company also released quarterly supplemental financial information of Alltel for the years ended December 31, 2005 and 2004 and for the quarter ended March 31, 2006Index. This supplemental financial information reflects a change in business segment reporting for the Company’s wireless operations. Effective January 1, 2006, Alltel retrospectively changed its business segment reporting to exclude from wireless segment income the effects of amortization expense related to intangible assets recorded in connection with the acquisition of wireless properties. This amortization expense is now included in corporate expenses. The change in segment reporting reflected a first quarter 2006 decision by Alltel’s management to evaluate the financial performance of the Company’s wireless segment based on operating results that exclude the effects of amortization expense related to acquired intangible assets. Alltel’s management, including the chief operating decision-maker, uses the revised measurement of wireless segment income consistently for all purposes, including internal reporting, evaluation of business objectives, opportunities and performance, resource allocation and the determination of management compensation. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 131 “Disclosures about Segments of an Enterprise and Related Information”, all prior period segment information included in the accompanying supplemental financial data has been reclassified to conform to this new financial reporting presentation.

The quarterly supplemental information includes a reconciliation of each of the non-GAAP financial measures presented within to its most directly comparable financial measure calculated and presented in accordance with GAAP. The quarterly supplemental financial information is attached hereto as Exhibit 99(b) and is furnished as a part of this filing.

Item 9.01 - Financial Statements and Exhibits.

Exhibit 99(a)	Press Release dated May 3, 2006 of Alltel
Exhibit 99(b)	Supplemental Quarterly Financial Information of Alltel for the years ended
	December 31, 2005 and 2004 and for the quarter ended March 31, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this ~~report~~Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	ALLTEL CORPORATION
	By: /s/ Sharilyn S. Gasaway
	Name: Sharilyn S. Gasaway
	Title: Executive Vice President - Chief Financial Officer
	(Principal Financial Officer)
Date: May 3, 2006

ALLTEL CORPORATION

By: /s/ Sharilyn S. Gasaway

Name: Sharilyn S. Gasaway

Title: Executive Vice President -

Chief Financial Officer

Dated: July 13, 2006

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99(a)	Press Release dated May 3, 2006 of Alltel
Exhibit 99(b)	Supplemental Quarterly Financial Information of Alltel for the years ended
	December 31, 2005 and 2004 and for the quarter ended March 31, 2006

Exhibit Number Description

10.1

Exchange Agreement, dated as of July 8, 2006, among ALLTEL Corporation, J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Inc. and Alltel Holding Corp.

10.2

Amendment No. 3 to the Alltel Corporation Supplemental Executive Retirement Plan

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