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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554

     In the Matter of                            )                           
     ALLTEL CORPORATION                          )                           
                                                     FRN No. 0002942159      
     Parent Company of Licensees of Various      )                           
     Authorizations in the Cellular                  File No. EB-07-IH-5352  
     Radiotelephone and Other Wireless           )                           


   Adopted:  December 4, 2007 Released:  December 4, 2007

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt a Consent Decree terminating an investigation
       by the Enforcement Bureau (the "Bureau") into compliance by ALLTEL
       Corporation ("ALLTEL") with the terms and conditions contained in
       Applications of Midwest Wireless Holdings, L.L.C. and ALLTEL
       Communications, Inc., WT Docket No. 05-339, Memorandum Opinion and
       Order, 21 FCC Rcd 11526 (2006).

    2. The Bureau and ALLTEL have negotiated the terms of a Consent Decree
       that would terminate the Bureau's investigation. A copy of the Consent
       Decree is attached hereto.

    3. We have reviewed the terms of the Consent Decree and evaluated the
       facts before us. We believe that the public interest would be served
       by approving the Consent Decree and terminating the investigation.

    4. Accordingly, IT IS ORDERED, pursuant to section 4(i) of the
       Communications Act of 1934, as amended, and the authority delegated by
       section 0.111 and 0.311 of the Commission's Rules, that the attached
       Consent Decree IS ADOPTED.

    5. IT IS FURTHER ORDERED that the above-captioned investigation IS


   Kris Anne Monteith

   Chief, Enforcement Bureau

   47 U.S.C. S: 154(i).

   47 C.F.R. S:S: 0.111, 0.311.

                                 Federal Communications Commission DA 07-4875

   DRAFT Federal Communications Commission DA 05-XXX