S-8

As filed with the Securities and Exchange Commission on August 24, 2005.

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

ALLTEL CORPORATION
(Exact Name of Registrant as Specified in its Charter)

DELAWARE	34-0868285
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
One Allied Drive, Little Rock, Arkansas 72202
(501) 905-8000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
________________________________
Alltel Corporation 2001 Equity Incentive Plan
(Full Title of the Plans)
________________________________
Francis X. Frantz
Executive Vice President and Secretary
One Allied Drive
Little Rock, Arkansas 72202
(501) 905-8111
(Name, address, including zip code and telephone number, including area code of agent for service)
Calculation of Registration Fee

Title of Each Class of Securities to be Registered(3)	Amount to be Registered(2)	Proposed Maximum Offering Price Per Share(1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $1.00 per share	15,000,000	$61.34	$920,100,000.00	$108,295.77

 

(1)	Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee based on the price of $61.34 per share, which was the average of the high and low price per share of Alltel Common Stock as reported on the New York Stock Exchange on August 18, 2005.
(2)	Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement shall also cover any additional shares of Alltel's Common Stock which become issuable under the Alltel Corporation 2001 Equity Incentive Plan (the "Plan") by reason of a stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in the increase in the number of the outstanding shares of Alltel Common Stock.
(3)	Rights to purchase Series K Preferred Stock of Alltel Corporation are attached to and trade with the Alltel Common Stock.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

        The document(s) containing information specified by Part I of this Form S-8 Registration Statement (the "Registration Statement") have been or will be sent or given to participants in the plan listed on the cover of the Registration Statement (the "Plan") as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

        The following documents filed with the Commission are incorporated herein by reference as of their respective dates of filing:

Amendment No. 1 to Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004 filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which contains audited financial statements for Alltel's latest fiscal year for which such statements have been filed;

Quarterly Reports on Form 10-Q for the periods ended March 31, 2005 and June 30, 2005;

Current Reports on Form 8-K filed on January 10, 2005, January 11, 2005, February 15, 2005, March 3, 2005, March 7, 2005, July 6, 2005, July 26, 2005, August 1, 2005, August 10, 2005, and the Form 8-K filed on April 21, 2005 regarding the departure of Mr. Frank Reed from the board of directors; and

The description of Alltel's Common Stock and the related purchase rights contained in the registration statements filed pursuant to Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description.

        In addition, all documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered hereunder have been sold or that deregisters all securities then remaining unsold under this Registration Statement, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated

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by reference herein modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.    Description of Securities.

        Not applicable.

Item 5.    Interests of Named Experts and Counsel.

        Not applicable.

Item 6.    Indemnification of Directors and Officers.

        The Delaware General Corporation Law permits a Delaware corporation to indemnify directors, officers, employees, and agents under some circumstances, and mandates indemnification under certain limited circumstances. The Delaware General Corporation Law permits a corporation to indemnify a director, officer, employee, or agent for expenses actually and reasonably incurred, as well as fines, judgments and amounts paid in settlement, in the context of actions other than derivative actions, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification against expenses incurred by a director, officer, employee or agent in connection with his defense of a proceeding against such person for actions in such capacity is mandatory to the extent that such person has been successful on the merits. If a director, officer, employee, or agent is determined to be liable to the corporation, indemnification for expenses is not allowable, subject to limited exceptions where a court deems the award of expenses appropriate. The Delaware General Corporation Law grants express power to a Delaware corporation to purchase liability insurance for its directors, officers, employees, and agents, regardless of whether any such person is otherwise eligible for indemnification by the corporation. Advancement of expenses is permitted, but a person receiving such advances must repay those expenses if it is ultimately determined that he is not entitled to indemnification.

        The Amended and Restated Certificate of Incorporation of Alltel (the "Certificate") provides for indemnification to the fullest extent permitted by the Delaware General Corporation Law, as amended from time to time. Under the Certificate, any expansion of the protection afforded directors, officers, employees, or agents by the Delaware General Corporation Law will automatically extend to Alltel's directors, officers, employees, or agents, as the case may be.

        Article VII of the Certificate provides for the indemnification of directors, officers, agents, and employees for expenses incurred by them and judgments rendered against them in actions, suits or proceedings in relation to certain matters brought against them as such directors, officers, agents, and employees, respectively. Article VII of the Certificate also requires Alltel, to the fullest extent expressly authorized by Section 145 of the Delaware General Corporation Law, to advance expenses incurred by a director or officer in a legal proceeding prior to final disposition of the proceeding.

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       In addition, as permitted under the Delaware General Corporation Law, Alltel has entered into indemnity agreements with its directors and officers. Under the indemnity agreements, Alltel will indemnify its directors and officers to the fullest extent permitted or authorized by the Delaware General Corporation Law, as it may from time to time be amended, or by any other statutory provisions authorizing or permitting such indemnification. Under the terms of Alltel's directors and officers' liability and company reimbursement insurance policy, directors and officers of Alltel are insured against certain liabilities, including liabilities arising under the Securities Act of 1933. Alltel will indemnify such directors and officers under the indemnity agreements from all losses arising out of claims made against them, except those based upon illegal personal profit, recovery of short-swing profits, or dishonesty; provided, however, that Alltel's obligations will be satisfied to the extent of any reimbursement under such insurance.

Item 7.    Exemption from Registration Claimed.

        Not applicable.

Item 8.    Exhibits.

        See the Exhibit Index following the signature page.

Item 9.    Undertakings.

        The undersigned Registrant hereby undertakes:

        (1)              To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)	to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)	to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in this Registration Statement;
(iii)	to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

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       Provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (4)   That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referred to in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Little Rock, State of Arkansas, on August 24, 2005.

Alltel Corporation
By:	/s/ Scott T. Ford
Name:	Scott T. Ford
Title:	President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on August 24, 2005.

Signature	Title
/s/ Joe T. Ford*     (Joe T. Ford)	Chairman of the Board
/s/ Scott T. Ford (Scott T. Ford)	President, Chief Executive Officer, and Director
/s/ Jeffery R. Gardner (Jeffery R. Gardner)	Chief Financial Officer - Executive Vice President (Principal Financial Officer)
/s/ Sharilyn S. Gasaway       (Sharilyn S. Gasaway)	Controller (Principal Accounting Officer)
/s/ John R. Belk* (John R. Belk)	Director
/s/ William H. Crown* (William H. Crown)	Director
/s/ Dennis E. Foster* (Dennis E. Foster)	Director

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/s/ Lawrence L. Gellerstedt, III* (Lawrence L. Gellerstedt, III)	Director
/s/ Emon A. Mahony, Jr.* (Emon A. Mahony, Jr.)	Director
/s/ John P. McConnell* (John P. McConnell)	Director
/s/ Josie C. Natori* (Josie C. Natori)	Director

/s/ Gregory W. Penske* (Gregory W. Penske)	Director
/s/ Warren A. Stephens* (Warren A. Stephens)	Director
/s/ Ronald Townsend* (Ronald Townsend)	Director

*BY:
/s/  Francis X. Frantz       (Francis X. Frantz, Attorney-in-Fact)

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EXHIBIT INDEX

                 The following exhibits are filed with this Registration Statement.

Exhibit No.	Description
4.1	Amended and Restated Certificate of Incorporation of Alltel Corporation (incorporated herein by reference to Exhibit 3.1 to Registration Statement on Form S-4 filed March 25, 2005)
4.2	By-laws of Alltel Corporation, as amended as of January 29, 1998 (incorporated herein by reference to Exhibit 3(b) to Alltel's Form 10-K for the fiscal year ended December 31, 1997)
4.3	Rights Agreement dated as of January 30, 1997, between Alltel Corporation and First Union National Bank of North Carolina (incorporated herein by reference to Alltel's Registration Statement on Form 8-A (File No. 1-4996) filed February 4, 1997)
4.4	Amendment No. 1 to January 30, 1997 Rights Agreement dated as of February 2, 2005 between Computershare Investor Services, LLC and Alltel Corporation (incorporated herein by reference to Exhibit 4(a)(1) to Alltel's Form 10-Q for the fiscal quarter ended March 31, 2005)
5.1	Opinion of Kutak Rock LLP as to the legality of the shares being registered*
23.1	Consent of PricewaterhouseCoopers LLP*
23.2	Consent of Counsel (contained in Exhibit 5.1)
24.1	Powers of Attorney*

              *           Filed herewith.

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EX-5.1

Exhibit 5.1

[Letterhead of Kutak Rock LLP]

August 24, 2005

Alltel Corporation

One Allied Drive

Little Rock, Arkansas 72202

Re:    REGISTRATION ON FORM S-8 OF SHARES OF ALLTEL CORPORATION'S COMMON STOCK, PAR VALUE $1.00 PER SHARE, OFFERED PURSUANT

TO THE ALLTEL CORPORATION 2001 EQUITY INCENTIVE PLAN

Ladies and Gentlemen:

We are acting as counsel to Alltel Corporation, a Delaware corporation (the "Company"), in connection with the registration of up to 15,000,000 shares (the "Shares") of common stock, par value $1.00 per share, to be issued under the Alltel Corporation 2001 Equity Incentive Plan (the "Plan"). Such shares of Alltel Common Stock are referred to herein as the "Shares."

We have examined such documents, records, and matters of law as we have deemed necessary for purposes of this opinion. Based on such examination and on the assumptions set forth below, we are of the opinion that the Shares to be offered and sold, when issued and delivered in accordance with the terms and provisions of the Plan, against receipt of the consideration provided for therein, will be validly issued, fully paid, and nonassessable.

In rendering this opinion, we have (i) assumed and have not independently verified that all signatures on all certificates and other documents examined by us are genuine, and the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies and (ii) as to certain factual matters, relied upon certificates of public officials and of the Company and its officers and have not independently checked or verified the accuracy of the factual statements contained therein. In addition, our examination of matters of law has been limited to the General Corporation Law of the State of Delaware and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such laws and the federal laws of the United States of America and reported judicial decisions interpreting such laws, in each case as in effect on the date hereof.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,

/s/ Kutak Rock LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 10, 2005 relating to the financial statements, management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting and to the financial statement schedule, of ALLTEL Corporation, which appears in ALLTEL Corporation's Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2004.

/s/ PricewaterhouseCoopers LLP   

Little Rock, Arkansas

August 24, 2005

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a director or officer, or both, of Alltel Corporation ("Alltel"), acting pursuant to authorization of the Board of Directors of Alltel, hereby appoints Scott T. Ford, Francis X. Frantz, and Jeffery R. Gardner, or any of them, attorneys-in-fact and agents for me and in my name and on my behalf, individually and as a director or officer, or both, of Alltel, to sign one or more Registration Statements on Form S-8 (or any successor form), together with all necessary exhibits, and any amendments (including post effective amendments) and supplements thereto, to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the issuance of Alltel securities under the Alltel Corporation 2001 Equity Incentive Plan, and generally to do and perform all things necessary to be done in connection with the foregoing as fully in all respects as I could do personally.

        IN WITNESS WHEREOF, I have hereunto set my hand this 30^th day of April, 2005.

/s/  Joe T. Ford       (Joe T. Ford)	Chairman of the Board
/s/  John R. Belk       (John R. Belk)	Director
/s/  William H. Crown       (William H. Crown)	Director
/s/  Dennis E. Foster       (Dennis E. Foster)	Director
/s/  Lawrence L. Gellerstedt, III       (Lawrence L. Gellerstedt, III)	Director
/s/  Emon A. Mahony, Jr.       (Emon A. Mahony, Jr.)	Director

/s/  John P. McConnell       (John P. McConnell)	Director
/s/  Josie C. Natori       (Josie C. Natori)	Director

/s/  Gregory W. Penske       (Gregory W. Penske)	Director
/s/  Warren A. Stephens       (Warren A. Stephens)	Director
/s/  Ronald Townsend       (Ronald Townsend)	Director