Mail Stop 3720

      May 15, 2006


William M. Ojile, Jr., Esq.
Senior Vice President, Chief
  Legal Officer and Secretary
Valor Communications Group, Inc.
201 E. John Carpenter Freeway, Suite 200
Irving, Texas  75062

      Re:	Valor Communications Group, Inc.
      Amendment No. 2 to Form S-4
      Filed May 2, 2006
		File No. 333-132073

Dear Mr. Ojile:

      We have limited our review of your Form S-4 to disclosures
related to the terms of the spin-off and merger transactions and
related matters and have the following comments.  Where indicated,
we
think you should revise your document in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

General

1. We note your response to our prior comment one.  Alltel Holding
Corporation should file the revised Form S-1 using its own CIK
number, rather than Alltel Corporation`s CIK number, so that EDGAR
reflects Alltel Holding Corporation as a registrant.

Cover Page
2. We note your response to our prior comment two.  Please revise
the
cover page and the relevant portions of the prospectus/proxy
statement so that they convey you have no plans to issue, prior to
the determination of the merger consideration, any shares of
common
stock outside of your equity incentive plans, as you suggest in
the
response letter.

Background of the Merger, page 36
3. Revise the new disclosure on page 42 regarding the substance of
Wachovia Securities` final presentation to the board to state that
it
did not materially differ from the preliminary presentations the
advisor previously made to the board in September and October, as
indicated in your response to prior comment ten.

The Transactions, page 31

Opinion of Valor`s Financial Advisor-Wachovia Securities, page 45
Opinion of Valor`s Financial  Advisor-Bear Stearns, page 54
4. We note your response to our prior comment 13.  Please provide
an
analysis in your response letter as to whether each of the
different
kinds of detailed information excluded from the Alltel summary is
material to investors in assessing the conclusions reached by the
financial advisors and the boards regarding the transactions.  As
part of your analysis, describe to what extent the advisors relied
on
each kind of excluded information in reaching their conclusions.
Alternatively, revise the prospectus to include all of the Alltel
projected financial information provided to Valor and/or Valor`s
financial advisors.

*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.


You may contact Cheryl Grant, Senior Staff Attorney, at 202-551-
3359,
or me, at 202-551-3833, with any questions.


      					Sincerely,



      					Michele Anderson
      Legal Branch Chief


cc:	via facsimile:  212-446-4900
      Joshua Korff, Esq.
      Kirkland & Ellis LLP

Mr. Ojile
Valor Communications Group, Inc.
May 15, 2006
Page 1