UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,
D. C.  20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934

 

Date of Report (Date of
earliest event reported):  February 14, 
2005

 

ALLTEL CORPORATION

(Exact name of registrant
as specified in its charter)

 




 
  
  
Delaware
  
  
  
 
  
  
  
1-4996
  
  
  
 
  
  
  
34-0868285
  
 
 
  
  
(State or other
  jurisdiction of

  incorporation or organization)
  
  
  
 
  
  
  
(Commission File
  Number)
  
  
  
 
  
  
  
(I.R.S. Employer

  Identification No.)
  
 




 




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




 

Registrant's telephone
number, including area code   (501) 905-8000

 

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 7.01  Regulation FD 
Disclosure

 


A copy of ALLTEL Corporation's Press Release dated February 14, 2005 regarding 
the remarketing of $1,384,965,000 aggregate principal amount of its senior notes 
is attached hereto as Exhibit 99(a) and is furnished as a part of this current 
report.

 

Item

8.01   Other Events


A copy of a certain tax opinion of 
Kutak Rock LLP is attached hereto as Exhibit 8 that is to be incorporated by 
reference into ALLTEL Corporation's Registration Statement on Form S-3 (File No. 
333-85142).
Item 9.01  Financial Statements and Exhibits
(c)  
Exhibits
Exhibit 8          
- Tax Opinion, dated February 14, 2005, of Kutak Rock LLP
Exhibit 23        
- Consent of Kutak Rock LLP (included as part of Exhibit 8)
Exhibit 99(a)    
- Press Release, dated February 14, 2005, of ALLTEL Corporation

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SIGNATURE

 

 

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, thereunto duly authorized.

 

 


 
  
  
 
  
  
  
ALLTEL CORPORATION
  
 
 
  
  
 
  
  
  
(Registrant)
  
 
 
  
  
 
  
  
  
 
  
 
 
  
  
 
  
  
  
 
  
 
 
  
  
 
  
  
  
By:  /s/ Jeffery R. Gardner
  
 
 
  
  
 
  
  
  
Jeffery R. Gardner
  
 
 
  
  
 
  
  
  
Executive
  Vice President -
  Chief Financial Officer
  
 
 
  
  
 
  
  
  
(Principal Financial
  Officer)
  
 
 
  
  
 
  
  
  

  February 15, 2005
  
 


 


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EXHIBIT INDEX

 

 


 
  
  
Exhibit

  Number
  
  
  
 
  
  
  
Description of Exhibits
  
 
 
  
  
 
  
  
  
 
  
  
  
 
  
 
 
  
  

   8
  
  
  
 
  
  
  

  Tax Opinion, dated February 14, 2005, of 
  Kutak Rock LLP
 
 
  
   
  
   
  
   
 
 
  
   23
  
   
  
  Consent of Kutak Rock LLP (included as part of Exhibit 8)
 
 
  
   
  
   
  
   
 
 
  
  

   99(a)
  
  
  
 
  
  
  

  Press Release, dated February 14, 2005, of ALLTEL Corporation
 


 


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