New York — Verizon Wireless agreed Thursday to buy Alltel Corp. in a $28.1 billion deal that would create the nation's largest cellular carrier, catapulting it ahead of AT&T.

Alltel, with service mainly in the South and Midwest, has more than 13 million customers in 34 states, including Georgia. The carrier also serves 57 mainly rural markets that Verizon does not.

Adding Alltel's customers would return Verizon Wireless to the top spot with more than 80 million subscribers. AT&T has 71.4 million.

Under the deal, Verizon Wireless, a joint venture of New York-based Verizon Communications Inc. and the British Vodafone Group PLC, would pay $5.9 billion plus assume $22.2 billion in debt.

"This provides Verizon with markets it doesn't reach," Forrester Research analyst Charles Golvin said. "Alltel customers will benefit by greater national coverage, a greater selection of phones and converged devices, and access to future services."

Verizon executives, noting that they've been eyeing Alltel for a long time, said the deal would mean a more seamless experience for customers with less wireless roaming.

The companies said they expect to complete the deal by the end of the year if regulators approve. Analysts say approval is likely, although Verizon may be required to sell some assets where coverage overlaps with Alltel's.

A bonus is that Verizon gets bragging rights again, said Jeff Kagan, an independent telecommunications analyst based in Atlanta.

"Like the Cingular acquisition of AT&T Wireless put them in the No. 1 slot, this deal will put Verizon back in the No. 1 slot," Kagan said.

Golvin said the deal could also affect No. 3 carrier Sprint Nextel Corp., which has roaming arrangements with Alltel. Renewing those contracts could now involve "more prickly negotiations," he said.

Verizon said the deal will mean about $1 billion in savings in the first two years from administrative cuts and reduced advertising and roaming expenses.

While Alltel is large among the second tier of carriers, it is a "small enough thing for Verizon to bite off" and make the merger work, said Jupiter Research analyst Julie Ask.

The Alltel deal provides Verizon with a growth opportunity at a time when the wireless market is increasingly saturated.

AT&T and Verizon have recently benefited at the expense of Sprint, which has faced financial troubles and millions of defecting subscribers.

"Growth now comes from wireless data, winning customers from each other and mergers," Kagan said.

With the biggest players having gone through a wave of mergers, the Alltel deal signals the start of a second wave among the smaller carriers, he said. "That leaves the next question: Who's next?"

Verizon Communications CEO Ivan Seidenberg called the Alltel deal a "perfect fit," noting Alltel's valuable customers, solid financial situation and a common wireless network technology, allowing for a smoother transition. AT&T and T-Mobile USA use a different, incompatible technology that is more widely embraced around the world.

Verizon also said its Alltel deal will aid in the deployment of a next-generation wireless broadband technology called Long Term Evolution, or LTE. Both Verizon and AT&T are pursuing the technology.

The deal comes just seven months after TPG Capital and a unit of Goldman Sachs Group bought Alltel, which is based in Little Rock. They paid $24.7 billion for the stock and took on $2.7 billion in debt.