FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Crown William H   2. Issuer Name and Ticker or Trading Symbol ALLTEL CORP [AT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 222 N. LASALLE ST., SUITE 2000 3. Date of Earliest Transaction (Month/Day/Year) 05/15/2007 (Street) CHICAGO, IL 60601 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/15/2007   A   919 (1) A $ 65.27 3,389 D   Common Stock               99 (2) D   Common Stock               554,200 I Note (3) Common Stock               914,401 I Note (4) Common Stock               3,240,597 I Note (5) Common Stock               1,004,094 I Note (6)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Options

$ 65.27

05/15/2007

A

7,800

(7)

05/15/2017

Common Stock

7,800

$ 0

7,800

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Crown William H 222 N. LASALLE ST. SUITE 2000 CHICAGO, IL 60601	X

Signatures

/s/ William H. Crown		05/17/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares issued pursuant to directors stock compensation plan adopted January 28, 1999, qualifying under Rule 16b-3(d) and subject to a substantial risk of forfeiture until April 23, 2008.
(2)	Owned by the Reporting Person's spouse.
(3)	Owned by a partnership, Areljay, L.P., a partner of which is a corporation of which the Reporting Person is a shareholder, officer and director, and another partner of which is a partnership of which Reporting Person is a partner.
(4)	Owned by a partnership, the Crown Fund, of which the Reporting Person and trusts for his benefit are partners.
(5)	Owned by a partnership, Independent Cellular Network Partners, a partner of which is a partnership of which the Reporting Person and trusts for his benefit are partners.
(6)	Owned by a corporation, Henry Crown and Company, of which the Reporting Person is an officer and a director, and of which the Reporting Person and trusts for his benefit are shareholders.
(7)	Options granted pursuant to stock option plan qualifying under Rule 16b-3(d), and becoming exercisable on the earliest of (i) the date immediately preceding the date of the first annual meeting of the stockholders of the issuer following the effective date of the grant of such options, (ii) the date of the Reporting Person's death, (iii) the date of the Reporting Person's disability, or (iv) the date upon which a change in control of the issuer is deemed to have occurred.
Remarks: The Reporting Person disclaims beneficial ownership of the shares of common stock reported herein which are (1) owned by his spouse and/or (2) owned by entities, except to the extent of his beneficial interest in such entities. The Reporting Person also has 23,000 additional stock options, as previously reported.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.