UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant To~~PURSUANT ~~Section~~TO SECTION 13 orOR 15(d) OF ~~of the Securities Exchange Act of 1934~~

~~Date of Report~~THE ~~(date~~SECURITIES ofEXCHANGE ~~earliest~~ACT ~~event~~OF ~~reported):~~1934 ~~August 29, 2007~~

~~Alltel Corporation~~December 3, 2007 (December 3, 2007)

~~(Exact Name~~Date of ~~Registrant~~Report as(Date ~~Specified~~of inEarliest ~~its~~Event ~~Charter~~Reported)

~~Delaware~~ALLTEL CORPORATION

(~~State or Other~~Exact ~~Jurisdiction~~name of ~~Incorporation~~registrant as specified in its charter)

1-4996 34-0868285

Delaware

1-4996

34-0868285

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

~~(Commission File~~One ~~Number)~~Allied ~~(IRS~~Drive ~~Employer Identification No.)~~

~~One Allied Drive,~~ Little Rock, Arkansas 72202

(Address of Principal Executive Offices, Including Zip Code)

(501) 905-8000

(Registrant'’s Telephone Number, Including Area Code)

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 8.01 Other Events.

On August 29, 2007, Alltel Corporation (“Alltel”) issued a press release announcing that, at a special meeting, its stockholders had approved the proposal to adopt the previously announced merger agreement providing for the acquisition of Alltel by Atlantis Holdings LLC, an affiliate of private investment funds TPG Partners V, L.P. and GS Capital Partners VI Fund, L.P.

A copy of Alltel’s press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated August 29, 2007 of Alltel


Exhibit No.		Description
99(a)		Press Release dated December 3, 2007

~~SIGNATURES~~SIGNATURE

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

ALLTEL CORPORATION


	ALLTEL CORPORATION

Date: December 3, 2007	By:	/s/ SHARILYN S. GASAWAY
	Name:	Sharilyn S. Gasaway
	Title:	Executive Vice President - Chief Financial Officer

By: /s/ Sharilyn S. Gasaway

Name: Sharilyn S. Gasaway

Title: Executive Vice President -

Chief Financial Officer

Dated: August 29, 2007

EXHIBIT INDEX

Exhibit No. Description

Exhibit 99.1 Press Release dated August 29, 2007 of Alltel

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