UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOTo ~~SECTION~~Section 13 ORor 15 (d) OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OF of 1934

Date of Report (~~Date~~date of earliest event reported): ~~July~~ February 20, ~~7, 2006~~2007

~~ALLTEL~~Alltel ~~CORPORATION~~Corporation

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

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

Delaware

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

(State or Other Jurisdiction of Incorporation)

~~Registrant’s~~1-4996 ~~telephone number, including area code (501) 905~~ 34-~~8000~~0868285

~~Not~~(Commission ~~Applicable~~File Number) (IRS Employer Identification No.)

~~(Former~~One ~~Name~~Allied orDrive, ~~Former~~Little ~~Address~~Rock, ifArkansas ~~Changed Since Last Report)~~72202

(Address of Principal Executive Offices, Including Zip Code)

(501) 905-8000

(Registrant's Telephone Number, Including Area Code)

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~~Item 12.~~01. Entry~~02 Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement.~~Condition

AsOn ~~previously~~February ~~announced~~20, by2007, ~~ALLTEL~~Alltel Corporation (“Alltel” or the "“Company"”) onissued ~~December~~a ~~9, 2005,~~Press inRelease ~~order~~announcing ~~to effect~~ the ~~spin off of its wireline telecommunications business to stockholders, the~~ Company’s ~~entered~~fourth ~~into,~~quarter ~~among~~2006 ~~other~~unaudited ~~agreements, a Distribution~~consolidated ~~Agreement,~~results ~~dated as~~ of ~~December 8, 2005 (the "Distribution Agreement"), with ALLTEL Holding Corp~~operations., aThe ~~newly~~Press ~~formed,~~Release ~~wholly~~presents ~~owned subsidiary of~~ the Company’s consolidated ~~("Spinco").~~results ~~Pursuant to the terms~~ of ~~the~~operations ~~Distribution~~measured ~~Agreement,~~under ~~the~~generally ~~Company will~~accepted ~~contribute~~accounting ~~to Spinco the assets and liabilities relating to the Company's~~principles ~~wireline~~(“GAAP”) ~~telecommunications business,~~ and inits ~~consideration~~results ~~therefor, Spinco will, among other things, issue to the Company $1,746,000,000 aggregate principal amount~~ of ~~8.625%~~operations ~~senior~~from ~~notes~~current ~~due 2016 of Spinco (the “Spinco Securities”)~~businesses.

On“Results July 8, 2006, in connection with the transactions contemplated by the Distribution Agreement, the Company entered into an exchange agreement (the "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") for the transfer by the Investment Banks to the Company of ~~all~~operations or a portion of the $1,000,000,000 aggregate principal amount of the Company's commercial paper held by the Investment Banks and all or a portion of the $686,557,000 aggregate principal amount of the Company's 4.656% notes due 2007 held by the Investment Banks. The Company debt obligations to be transferred to the Company by the Investment Banks in the Exchange will have an agreed upon fair market value of $1,673,365,133.15 on the date on which 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~~current ~~IRS~~businesses” oninclude ~~April 7, 2006 continues to be valid through~~ the Closing (defined below) and that the Purchase Agreement relating to the purchase of the Spinco Securities (described below) remains in full force and effect, and that all material conditions contained therein have been satisfied. Subject to the satisfaction of these conditions, the 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:

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

~~On July 7,~~· ~~2006,~~Other ALLTEL Corporation approved 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 Planincome, ~~the~~net ~~text~~from ofcurrent ~~which is incorporated herein by this reference.~~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, gain on the exchange or disposal of assets, debt prepayment expenses, costs associated with Hurricane Katrina, a change in accounting

for certain operating leases, reversal of certain income tax contingency reserves 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.

~~ITEM~~Equity 9free 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.~~01.~~ ~~Financial~~The Company believes that reporting equity free cash flow ~~Statements~~from current businesses assists investors in understanding Alltel’s ability to generate sufficient positive cash flows to fund its ongoing cash operating requirements including capital expenditures, payment of dividends and ~~Exhibits~~debt service obligations. 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 February 20, 2007 is attached hereto as Exhibit 99(ca) ~~Exhibits~~ and is furnished as a part of this filing.

~~See~~Item ~~Exhibit~~9.01 ~~Index~~- Financial Statements and Exhibits.

Exhibit 99(a) Press Release dated February 20, 2007 of Alltel

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this 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

Dated: ~~July~~February 1320, ~~2006~~2007

EXHIBIT INDEX

Exhibit ~~Number~~ No. Description ~~Description~~

~~10.1~~Exhibit 99(a) Press Release ~~Exchange Agreement,~~ dated asFebruary ~~of July 8~~20, ~~2006,~~2007 ~~among~~of ~~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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