UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~WASHINGTON,~~UNITED DCSTATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~8-K~~DC 20549

~~CURRENT~~FORM ~~REPORT PURSUANT~~8-K ~~TO SECTION 13 OR 15(D) OF THE~~ ~~SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~CURRENT ofREPORT ~~report~~PURSUANT TO SECTION 13 OR 15(~~Date~~D) ofOF ~~earliest~~THE SECURITIES ~~event~~EXCHANGE ~~reported):~~ACT ~~February 8,~~OF ~~2005~~1934

~~WESTERN~~Date ~~WIRELESSCORPORATION~~of report (Date of earliest event reported): February 15, 2005

~~(Exact~~WESTERN ~~Name~~WIRELESS ~~of Registrant as Specified in Its Charter)~~CORPORATION

~~Washington~~ (Exact Name of Registrant as Specified in Its Charter)

~~(State or Other Jurisdiction of Incorporation)~~Washington

000-28160		91-1638901
(Commission File Number)		(IRS Employer Identification No.)
3650 131st Avenue S.E. Bellevue, Washington		98006
(Address of Principal Executive Offices)		(Zip Code)

(State or Other Jurisdiction of Incorporation)

(425) 586-8700


000-28160		91-1638901

(Commission File Number)		(IRS Employer Identification No.)

3650 131st Avenue S.E. Bellevue, Washington		98006

(Address of Principal Executive Offices)		(Zip Code)

(~~Registrant’s Telephone Number, Including Area Code~~425) 586-8700

(~~Former~~Registrant’s ~~Name~~Telephone ~~or Former Address~~Number, ifIncluding ~~Changed~~Area ~~Since Last Report~~Code)

~~Check~~(Former ~~the~~Name ~~appropriate~~or ~~box~~Former ~~below~~Address, if ~~the~~Changed ~~Form~~Since ~~8-K~~Last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~Report):

oCheck ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule 425~~simultaneously satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General Instruction ~~230~~A.~~425~~2. below):

o ~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

o ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

o Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Item~~ o ~~1.01~~Pre-commencement ~~Entry~~communications ~~into~~pursuant ato ~~Material~~Rule 13e-4(c) ~~Definitive~~under ~~Agreement~~the Exchange Act (17 CFR 240.13e-4(c))

OnTABLE ~~February 8,~~OF 2005, in connection with our proposed merger with ALLTEL Corporation, our compensation committee adopted a Retention Bonus Plan and a Severance Plan. The objective of these plans is to retain officers and other critical employees during the period leading up to the merger and for a two-year transition period thereafter and to provide an incentive to complete a successful merger and an effective transition. CONTENTS

Retention Bonus Plan


	Item 1.02 Termination of a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99.1

UnderTable the Retention Bonus Plan, executive officers of Western Wireless will be eligible to receive a cash retention bonus equal to 12 months of their base salary, 50% of which will be paid at the next payroll period after the completion of the merger and 50% of which will be paid at the next payroll period following the date that is six months thereafter, subject to the executive officer’s continued employment with ALLTEL or Western Wireless through such dates. The retention bonuses will be paid regardless of whether the merger is consummated. If the merger agreement is terminated, executive officers will be paid 50% of their retention bonus at the next payroll period after the one-month anniversary of the termination and 50% at the next payroll period after the seven-month anniversary of the termination, subject to each executive officer’s continued employment with Western Wireless through such payment dates. The Retention Bonus Plan also provides other employees with cash retention bonuses of varying amounts payable at different intervals. A retention pool with an aggregate payout amount of $20 million was established under the Retention Bonus Plan to pay all such cash retention bonuses. Contents

IfItem ~~the~~1.02 ~~employment~~Termination of a ~~participant~~Material inDefinitive the Retention Bonus Plan is terminated by Western Wireless or its successor without cause or terminated by the participant for good reason (defined in the Retention Bonus Plan as a failure to pay, or a reduction in, compensation, or a relocation of the participant’s place of employment) or terminated as a result of death or disability, prior to the scheduled payment date of any retention bonus to which the participant would otherwise have been entitled if the participant had remained employed until such payment date, the participant will receive the full amount of his or her cash retention bonus at the next payroll period after such termination of employmentAgreement. Participants who voluntarily resign without good reason or whose employment is terminated for cause will not receive any cash retention bonus that had not already been paid. ALLTEL has agreed to honor the terms of the Retention Bonus Plan following the completion of the merger. The Retention Bonus Plan will be administered by John W. Stanton, our Chairman and Chief Executive Officer, or his designee.

~~Mr.~~In June ~~Stanton; Donald~~2001, ~~Guthrie~~under ~~and~~the ~~Theresa~~terms Eof the agreement pursuant to which we acquired tele.ring ~~Gillespie~~Telekom Service GmbH (“tele.ring”), our ~~vice~~operating ~~chairs;~~company ~~Mikal~~in JAustria, from a subsidiary of Vodafone Group Plc (“Vodafone”), an affiliate of Vodafone agreed to make available to tele.ring ~~Thomsen~~an unsecured term loan, ~~our~~the terms of which were amended in January 2003 (the “tele.ring Term Loan”). Under the terms ~~President;~~of the tele.ring Term Loan, the balance of the outstanding principal and ~~Bradley~~accrued J.interest ~~Horwitz~~was to have been repaid based on predetermined percentages on each of July 1, ~~our~~2005, ~~President~~July 1, —2006 ~~International~~and December 31, ~~will~~2006. As previously disclosed, in October 2004, tele.ring received a letter from Vodafone that alleged that tele.ring had breached certain of its obligations under the tele.ring Term Loan and further alleged that Vodafone had the right to accelerate the repayment of the balance due under the tele.ring Term Loan. We do not ~~participate~~believe that tele.ring was in breach of the ~~Retention~~terms ~~Bonus~~of ~~Plan~~the tele.ring Term Loan and we believe that Vodafone had no right to attempt to accelerate the repayment of the tele.ring Term Loan. tele.ring and Vodafone have been utilizing the dispute resolution procedures in the tele.ring Term Loan in order to attempt resolve this dispute.

~~Severance~~ On ~~Plan~~February 15, 2005, tele.ring and Vodafone and certain of their affiliates settled this dispute and terminated the loan agreement. Pursuant to the settlement agreement, tele.ring prepaid all of the outstanding principal and interest on the tele.ring Term Loan of Euro177,285,603.18. Vodafone withdrew its claims that tele.ring was in breach of its obligations under the tele.ring Term Loan, and tele.ring and Vodafone also released one another and their affiliates from any and all claims relating to or arising from the tele.ring Term Loan and the other agreements between them. No default interest or other termination penalty was paid in connection with the termination of the tele.ring Term Loan.

~~Under the~~Item ~~Severance Plan, the severance payments for executive officers will be equal to one year of such executive officer’s total compensation (base salary and target bonus)~~9.01 ~~Severance payments~~Financial ~~will~~Statements be paid if the employment of a participant is terminated by Western Wireless or its successor without cause or terminated by the participant for good reason (defined in the Severance Plan as a failure to pay, or a reduction in, compensation, or a relocation of the participant’s place of employment) during the two year period following the closing of the merger. Participants who voluntarily resign without good reason or whose employment is terminated for cause will not receive any severance payments. The Severance Plan also provides employees who are not executive officers with cash severance payments of varying amounts. If a Severance Plan participant is entitled to greater benefits under any agreement with us which provides for severance pay, he or she would be paid in accordance with such agreement and not under the Severance Plan. None of the executive officers who have employment agreements with us are entitled to severance payments of greater than one year of total compensation under such employment agreements. ALLTEL has agreed to honor the Severance Plan following the merger. No severance payments will be made under the Severance Plan in the event the merger is not consummated. Mr. Stanton (or his designee) will also administer the Severance Plan. Exhibits

~~SIGNATURES~~ 99.1 Letter Agreement, dated as of February 15, 2005, among Vodafone Holding GmbH (formerly known as Vodafone AG, as universal successor of Mannesmann Eurokom GmbH), tele.ring Telekom Service GmbH, and EHG Einkaufs- und Handels GmbH.

PursuantTable to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Contents

	WESTERN WIRELESS CORPORATION (Registrant)
Date: February 14, 2005	By:	/s/ Jeffrey A. Christianson
		Jeffrey A. Christianson
		Senior Vice President and General Counsel

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	WESTERN WIRELESS CORPORATION (Registrant)
Date: February 16, 2005	By:	/s/ Jeffrey A. Christianson
		Jeffrey A. Christianson
		Senior Vice President and General Counsel

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