As filed with the Securities and Exchange Commission on November 27, 1996

                                            Registration No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    Under the
                             SECURITIES ACT OF 1933
                                 ---------------

                       UNITED STATES CELLULAR CORPORATION
             (Exact name of registrant as specified in its charter)

              Delaware                                    62-1147325
    (State or other jurisdiction                      (I.R.S. Employer
  of incorporation or organization)                  Identification No.)

                         8410 West Bryn Mawr, Suite 700
                             Chicago, Illinois                    60631
               (Address of Principal Executive Offices)        (Zip Code)

                       United States Cellular Corporation
                        1997 Employee Stock Purchase Plan
                            (Full title of the plan)

                                H. Donald Nelson
                                    President
                       United States Cellular Corporation
                         8410 West Bryn Mawr, Suite 700
                             Chicago, Illinois 60631
                     (Name and address of agent for service)
                                 (773) 399-8900
                          (Telephone number, including
                        area code, of agent for service)
                                 ---------------

                         CALCULATION OF REGISTRATION FEE


                                    Proposes Maximum   Proposed     Amount of
Title of Securities   Amount to be   Offering Price    Maximum     Registration
to be Registered      Registered      Per Share(1)     Aggregate       Fee
                                                     Offering Price            
  
 Common Shares,
$ 1.00 par value    130,000 shares(2)   $ 28.625      $ 3,721,250    $ 1,128
==================  ==================  =========     ============   =========

(1)      Estimated for the Common  Shares solely for the purpose of  calculating
         the  registration  fee on the basis of the  average of the high and low
         prices  of the  Common  Shares of the  Company  on the  American  Stock
         Exchange on November 22, 1996.

(2)      In addition,  this Registration  Statement also covers an indeterminate
         amount  of  additional   securities  which  may  be  issued  under  the
         above-referenced Plan pursuant to the anti-dilution  provisions of such
         Plan and,  if  interests  in the  above-referenced  Plan are  deemed to
         constitute separate securities, pursuant to Rule 416(c) under the 
         Securities Act of 1933,  this  registration  statement  shall
         also cover an  indeterminate  amount of interests to be offered or sold
         pursuant to the above-referenced Plan.




<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Plan Annual Information*

*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from the  Registration  Statement in  accordance
         with  Rule 428  under  the  Securities  Act of 1933,  as  amended  (the
         "Securities Act") and the Note to Part I of Form S-8.





<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

                  The following  documents  which have  heretofore been filed by
United States Cellular Corporation (the "Company" or the "Registrant"), with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934,  as amended (the  "Exchange  Act"),  are  incorporated  by
reference herein and shall be deemed to be a part hereof:

   1.       The Company's Annual Report on Form 10-K for the year ended 
            December 31, 1995;

   2.       The Company's Quarterly Reports on Form 10-Q for the quarters ended
            March 31, June 30 and September 30, 1996;

   3.       The Company's Current Reports on Form 8-K, dated January 10 and 
            June 21, 1996;

   4.       The description of the Common Shares, par value $1.00 per share 
            ("Common Shares"), of the Company contained in the Company's 
            Amendment No. 2 on Form 8, dated December 28, 1992, to the Company's
            Report on Form 8-A; and

   5.       All other reports filed pursuant to Section 13(a) or 15(d) of the 
            Exchange Act since the end of the fiscal year ended December 31, 
            1995.

                  All  documents,  subsequently  filed by the  Company  with the
Commission  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference  in this  Registration  Statement  and made a part  hereof  from their
respective dates of filing (such documents,  and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

                  Any statement  contained in an Incorporated  Document 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  Incorporated  Document  modifies or supersedes such  statement.  Any such
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.

                  See Item 3.

Item 5.  Interests of Named Experts and Counsel.

                  The  legality  of the Common  Shares  offered  hereby is being
passed  upon for the  Company  by Sidley & Austin,  One  First  National  Plaza,
Chicago,  Illinois  60603.  The  Company is  controlled  by  Telephone  and Data
Systems,  Inc.  ("TDS") and TDS is  controlled  by a voting  trust.  Walter C.D.
Carlson,  a trustee and  beneficiary  of the voting trust and a director of TDS,
the  Company  and  certain  other  subsidiaries  of TDS,  Michael G.  Hron,  the
Secretary  of TDS and  certain  subsidiaries  of TDS,  William S.  DeCarlo,  the
Assistant Secretary of TDS and certain  subsidiaries of TDS, Stephen P. Fitzell,
the Secretary of the Company and certain other  subsidiaries  of TDS, and Sherry
S.  Treston,   the  Assistant   Secretary  of  the  Company  and  certain  other
subsidiaries of TDS, are partners of Sidley & Austin.


                                      -2-
<PAGE>



Item 6.  Indemnification of Directors and Officers.

                  The Company's Restated Certificate of Incorporation contains a
provision  providing  that no  director  or  officer  of the  Company  shall  be
personally  liable to the Company or its  stockholders  for monetary damages for
breach of  fiduciary  duty as a  director  or  officer  except for breach of the
director's or officer's duty of loyalty to the Company or its stockholders, acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of  law,  unlawful  payment  of  dividends,  unlawful  stock
redemptions or repurchases and  transactions  from which the director or officer
derived an improper personal benefit.

                  Section 145 of the General Corporation Law of Delaware permits
indemnification  of directors,  officers and  employees of a  corporation  under
certain  conditions  and  subject  to  certain  limitations.  Article  XI of the
Company's Restated Certificate of Incorporation, as amended, contains provisions
for the  indemnification  of  directors,  officers and  employees of the Company
within the limitations permitted by Section 145.

                  Section  145  of  the  General  Corporation  Law  of  Delaware
contains  provisions  permitting (and, in some situations,  requiring)  Delaware
corporations  such as the Company to provide  indemnification  to their officers
and directors for losses and  litigation  expense  incurred in connection  with,
among other things, their service to the corporation in those capacities.  Among
other things, these provisions provide that the Company is required to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (including any action by or in the
right of the Company) (a "Proceeding") by reason of the fact that he is or was a
director,  officer  or  employee  of the  Company,  or is or was  serving at the
request  of  the  Company  as  a  director,   officer  or  employee  of  another
corporation,  partnership,  joint venture,  trust or other enterprise (including
service with respect to any employee benefit plan) against  expenses  (including
attorney's fees),  judgments,  fines, ERISA excise taxes,  penalties and amounts
paid in settlement  actually and reasonably  incurred by him in connection  with
such  Proceeding  to  the  fullest  extent  permitted  by the  Delaware  General
Corporation  Law, as the same exists or may be amended  (but, in the case of any
such  amendment,  only to the extent that such amendment  permits the Company to
provide  broader  indemnification  rights than such law permitted the Company to
provide prior to such amendment). These provisions also provide for the advance
payment of fees and expenses  reasonably  incurred by the director or officer in
defense of any such  Proceeding,  subject to  reimbursement  by the  director or
officer if it is  ultimately  determined  that such  officer or  director is not
entitled to be indemnified by the Company.

                  The Company has directors' and officers'  liability  insurance
which  provides,  subject to  certain  policy  limits,  deductible  amounts  and
exclusions, coverage for all persons who have been, are or may in the future be,
directors or officers of the Company,  against  amounts  which such persons must
pay resulting  from claims  against them by reason of their being such directors
or officers during the policy period for certain breaches of duty,  omissions or
other acts done or wrongfully attempted or alleged.

Item 7.  Exemption from Registration Claimed.

                  Not Applicable.

Item 8.  Exhibits.

                  The exhibits  accompanying  this  Registration  Statement  are
listed  on the  accompanying  Exhibit  Index.  The  Plan is not  intended  to be
qualified under Section 401(a) of the Internal Revenue Code.

Item 9.  Undertakings.

                  The Company hereby undertakes:

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

                                      -3-
<PAGE>



                           (a)      To include any prospectus required by 
                                    Section 10(a)(3) of the Securities Act;

                           (b)      To reflect in the prospectus any facts or 
                                    events arising after the effective date of
                                    the 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 the Registration 
                                    Statement.  Notwithstanding the
                                    foregoing, any increase or decrease in the 
                                    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 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 percent change in the maximum
                                    aggregate offering price set forth
                                    in the "Calculation of Registration Fee" 
                                    table in the effective registration
                                    statement;

                           (c)      To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  Registration
                                    Statement  or any  material  change  to such
                                    information in the Registration Statement;

                           Provided, however, that paragraphs 1.(a) and 1.(b) do
                           not apply if the information  required to be included
                           in a post-effective  amendment by those paragraphs is
                           contained  in periodic  reports  filed by the Company
                           pursuant  to  Section  13 or  Section  15(d)  of  the
                           Exchange  Act that are  incorporated  by reference in
                           the Registration Statement.

                  2.       That,  for the purpose of  determining  any liability
                           under the  Securities  Act, 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  Common  Shares
                           being  registered  hereby which remain  unsold at the
                           termination of the offering.

                  4.       That, for the purposes of  determining  any liability
                           under  the   Securities   Act,  each  filing  of  the
                           Company's  Annual Report pursuant to Section 13(a) or
                           Section  15(d)  of  the  Exchange  Act  (and,   where
                           applicable, each filing of an employee benefit plan's
                           annual  report  pursuant  to  Section  15(d)  of  the
                           Exchange  Act) that is  incorporated  by reference in
                           the  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 hereof.

 

                                      -4-
<PAGE>

                 5.       That, insofar as indemnification for liabilities 
                           arising under the Securities Act may be
                           permitted to directors, officers and controlling 
                           persons of the Company pursuant to the foregoing 
                           provisions, or otherwise, the Company has been 
                           advised that in the opinion of the Commission such 
                           indemnification is against public policy as expressed
                           in the Securities Act and is, therefore, 
                           unenforceable.  In the event that a claim for 
                           indemnification against such liabilities (other than 
                           the payment by the Company of expenses incurred or 
                           paid by a director, officer or controlling person of 
                           the Company in the successful defense of any
                           action, suit or proceeding) is asserted by such 
                           director, officer or controlling person in
                           connection with the securities being registered, the 
                           Company 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 and will be governed by the final adjudication of
                           such issue.


                                      -5-

<PAGE>

                                   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 Chicago,  State of Illinois, on the 27th day of
November, 1996.

                                         UNITED STATES CELLULAR CORPORATION


                                         By:       /s/ H. Donald Nelson
                                                   --------------------------
                                                   H. Donald Nelson
                                                   President

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated and on the 27th day of November, 1996.



/s/ LeRoy T. Carlson, Jr.               Chairman and Director
--------------------------
LeRoy T. Carlson, Jr.

/s/ H. Donald Nelson                    President (Principal Executive
--------------------------              Officer) and Director
H. Donald Nelson

/s/ LeRoy T. Carlson                    Director
--------------------------
LeRoy T. Carlson

/s/ Murray L. Swanson                   Director
--------------------------
Murray L. Swanson

                                        Director
--------------------------
Paul-Henri Denuit

/s/ Allan Z. Loren                      Director
--------------------------
Allan Z. Loren

/s/ Walter C.D. Carlson                 Director
--------------------------
Walter C.D. Carlson

/s/ Kenneth R. Meyers                   Vice President-Finance and Treasurer
--------------------------              (Principal Financial Officer)
Kenneth R. Meyers

/s/ Phillip A. Lorenzini                Controller (Principal Accounting
--------------------------              Officer)
Phillip A. Lorenzini

                                      -6-
<PAGE>


                                  EXHIBIT INDEX


                  The  following  documents are filed  herewith or  incorporated
                  herein by reference.

 Exhibit
   No.                     Description
--------                   -----------
   4.1            Restated Certificate of Incorporation, as amended, of the 
                  Company (Incorporated herein by reference to Exhibit 2(a) to 
                  Amendment No. 2 on Form 8 dated December 28, 1992 to the
                  Company's Report on Form 8-A).

   4.2            Restated  Bylaws,  as amended,  of the  Company  (Incorporated
                  herein by reference to Exhibit 2(b) to Amendment No. 2 on Form
                  8 dated  December  28,  1992 to the  Company's  Report on Form
                  8-A).

   5              Opinion of Sidley & Austin.

  23.1            Consent of Independent Public Accountants.

  23.2            Consents of Independent Accountants.

  23.3            Consent of Sidley & Austin (contained in Exhibit 5 hereto).

  99.1            United States Cellular Corporation 1997 Employee Stock 
                  Purchase Plan.


                                      -7-

<PAGE>
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As filed with the Securities and Exchange Commission on November 27, 1996

                                            Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    Under the
                             SECURITIES ACT OF 1933
                                 ---------------

                       UNITED STATES CELLULAR CORPORATION
             (Exact name of registrant as specified in its charter)

              Delaware                                    62-1147325
    (State or other jurisdiction                      (I.R.S. Employer
  of incorporation or organization)                  Identification No.)

                         8410 West Bryn Mawr, Suite 700
                             Chicago, Illinois                    60631
               (Address of Principal Executive Offices)        (Zip Code)

                       United States Cellular Corporation
                        1997 Employee Stock Purchase Plan
                            (Full title of the plan)

                                H. Donald Nelson
                                    President
                       United States Cellular Corporation
                         8410 West Bryn Mawr, Suite 700
                             Chicago, Illinois 60631
                     (Name and address of agent for service)
                                 (773) 399-8900
                          (Telephone number, including
                        area code, of agent for service)
                                 ---------------

                         CALCULATION OF REGISTRATION FEE

                                    Proposes Maximum   Proposed     Amount of
Title of Securities   Amount to be   Offering Price    Maximum     Registration
to be Registered      Registered      Per Share(1)     Aggregate       Fee
                                                     Offering Price            
  
 Common Shares,
$ 1.00 par value    130,000 shares(2)   $ 28.625      $ 3,721,250    $ 1,128
==================  ==================  =========     ============   =========

(1)      Estimated for the Common  Shares solely for the purpose of  calculating
         the  registration  fee on the basis of the  average of the high and low
         prices  of the  Common  Shares of the  Company  on the  American  Stock
         Exchange on November 22, 1996.

(2)      In addition,  this Registration  Statement also covers an indeterminate
         amount  of  additional   securities  which  may  be  issued  under  the
         above-referenced Plan pursuant to the anti-dilution  provisions of such
         Plan and,  if  interests  in the  above-referenced  Plan are  deemed to
         constitute separate securities, pursuant to Rule 416(c) under the 
         Securities Act of 1933,  this  registration  statement  shall
         also cover an  indeterminate  amount of interests to be offered or sold
         pursuant to the above-referenced Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Plan Annual Information*

*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from the  Registration  Statement in  accordance
         with  Rule 428  under  the  Securities  Act of 1933,  as  amended  (the
         "Securities Act") and the Note to Part I of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The following  documents  which have  heretofore been filed by
United States Cellular Corporation (the "Company" or the "Registrant"), with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934,  as amended (the  "Exchange  Act"),  are  incorporated  by
reference herein and shall be deemed to be a part hereof:

   1.       The Company's Annual Report on Form 10-K for the year ended 
            December 31, 1995;

   2.       The Company's Quarterly Reports on Form 10-Q for the quarters ended
            March 31, June 30 and September 30, 1996;

   3.       The Company's Current Reports on Form 8-K, dated January 10 and 
            June 21, 1996;

   4.       The description of the Common Shares, par value $1.00 per share 
            ("Common Shares"), of the Company contained in the Company's 
            Amendment No. 2 on Form 8, dated December 28, 1992, to the Company's
            Report on Form 8-A; and

   5.       All other reports filed pursuant to Section 13(a) or 15(d) of the 
            Exchange Act since the end of the fiscal year ended December 31, 
            1995.

                  All  documents,  subsequently  filed by the  Company  with the
Commission  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference  in this  Registration  Statement  and made a part  hereof  from their
respective dates of filing (such documents,  and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

                  Any statement  contained in an Incorporated  Document 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  Incorporated  Document  modifies or supersedes such  statement.  Any such
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.

                  See Item 3.

Item 5.  Interests of Named Experts and Counsel.

                  The  legality  of the Common  Shares  offered  hereby is being
passed  upon for the  Company  by Sidley & Austin,  One  First  National  Plaza,
Chicago,  Illinois  60603.  The  Company is  controlled  by  Telephone  and Data
Systems,  Inc.  ("TDS") and TDS is  controlled  by a voting  trust.  Walter C.D.
Carlson,  a trustee and  beneficiary  of the voting trust and a director of TDS,
the  Company  and  certain  other  subsidiaries  of TDS,  Michael G.  Hron,  the
Secretary  of TDS and  certain  subsidiaries  of TDS,  William S.  DeCarlo,  the
Assistant Secretary of TDS and certain  subsidiaries of TDS, Stephen P. Fitzell,
the Secretary of the Company and certain other  subsidiaries  of TDS, and Sherry
S.  Treston,   the  Assistant   Secretary  of  the  Company  and  certain  other
subsidiaries of TDS, are partners of Sidley & Austin.

                                      -2-
Item 6.  Indemnification of Directors and Officers.

                  The Company's Restated Certificate of Incorporation contains a
provision  providing  that no  director  or  officer  of the  Company  shall  be
personally  liable to the Company or its  stockholders  for monetary damages for
breach of  fiduciary  duty as a  director  or  officer  except for breach of the
director's or officer's duty of loyalty to the Company or its stockholders, acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of  law,  unlawful  payment  of  dividends,  unlawful  stock
redemptions or repurchases and  transactions  from which the director or officer
derived an improper personal benefit.

                  Section 145 of the General Corporation Law of Delaware permits
indemnification  of directors,  officers and  employees of a  corporation  under
certain  conditions  and  subject  to  certain  limitations.  Article  XI of the
Company's Restated Certificate of Incorporation, as amended, contains provisions
for the  indemnification  of  directors,  officers and  employees of the Company
within the limitations permitted by Section 145.

                  Section  145  of  the  General  Corporation  Law  of  Delaware
contains  provisions  permitting (and, in some situations,  requiring)  Delaware
corporations  such as the Company to provide  indemnification  to their officers
and directors for losses and  litigation  expense  incurred in connection  with,
among other things, their service to the corporation in those capacities.  Among
other things, these provisions provide that the Company is required to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (including any action by or in the
right of the Company) (a "Proceeding") by reason of the fact that he is or was a
director,  officer  or  employee  of the  Company,  or is or was  serving at the
request  of  the  Company  as  a  director,   officer  or  employee  of  another
corporation,  partnership,  joint venture,  trust or other enterprise (including
service with respect to any employee benefit plan) against  expenses  (including
attorney's fees),  judgments,  fines, ERISA excise taxes,  penalties and amounts
paid in settlement  actually and reasonably  incurred by him in connection  with
such  Proceeding  to  the  fullest  extent  permitted  by the  Delaware  General
Corporation  Law, as the same exists or may be amended  (but, in the case of any
such  amendment,  only to the extent that such amendment  permits the Company to
provide  broader  indemnification  rights than such law permitted the Company to
provide prior to such amendment). These provisions also provide for the advance
payment of fees and expenses  reasonably  incurred by the director or officer in
defense of any such  Proceeding,  subject to  reimbursement  by the  director or
officer if it is  ultimately  determined  that such  officer or  director is not
entitled to be indemnified by the Company.

                  The Company has directors' and officers'  liability  insurance
which  provides,  subject to  certain  policy  limits,  deductible  amounts  and
exclusions, coverage for all persons who have been, are or may in the future be,
directors or officers of the Company,  against  amounts  which such persons must
pay resulting  from claims  against them by reason of their being such directors
or officers during the policy period for certain breaches of duty,  omissions or
other acts done or wrongfully attempted or alleged.

Item 7.  Exemption from Registration Claimed.

                  Not Applicable.

Item 8.  Exhibits.

                  The exhibits  accompanying  this  Registration  Statement  are
listed  on the  accompanying  Exhibit  Index.  The  Plan is not  intended  to be
qualified under Section 401(a) of the Internal Revenue Code.

Item 9.  Undertakings.

                  The Company hereby undertakes:

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

                                      -3-
(a)      To include any prospectus required by 
                                    Section 10(a)(3) of the Securities Act;

                           (b)      To reflect in the prospectus any facts or 
                                    events arising after the effective date of
                                    the 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 the Registration 
                                    Statement.  Notwithstanding the
                                    foregoing, any increase or decrease in the 
                                    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 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 percent change in the maximum
                                    aggregate offering price set forth
                                    in the "Calculation of Registration Fee" 
                                    table in the effective registration
                                    statement;

                           (c)      To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  Registration
                                    Statement  or any  material  change  to such
                                    information in the Registration Statement;

                           Provided, however, that paragraphs 1.(a) and 1.(b) do
                           not apply if the information  required to be included
                           in a post-effective  amendment by those paragraphs is
                           contained  in periodic  reports  filed by the Company
                           pursuant  to  Section  13 or  Section  15(d)  of  the
                           Exchange  Act that are  incorporated  by reference in
                           the Registration Statement.

                  2.       That,  for the purpose of  determining  any liability
                           under the  Securities  Act, 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  Common  Shares
                           being  registered  hereby which remain  unsold at the
                           termination of the offering.

                  4.       That, for the purposes of  determining  any liability
                           under  the   Securities   Act,  each  filing  of  the
                           Company's  Annual Report pursuant to Section 13(a) or
                           Section  15(d)  of  the  Exchange  Act  (and,   where
                           applicable, each filing of an employee benefit plan's
                           annual  report  pursuant  to  Section  15(d)  of  the
                           Exchange  Act) that is  incorporated  by reference in
                           the  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 hereof.

 

                                      -4-
5.       That, insofar as indemnification for liabilities 
                           arising under the Securities Act may be
                           permitted to directors, officers and controlling 
                           persons of the Company pursuant to the foregoing 
                           provisions, or otherwise, the Company has been 
                           advised that in the opinion of the Commission such 
                           indemnification is against public policy as expressed
                           in the Securities Act and is, therefore, 
                           unenforceable.  In the event that a claim for 
                           indemnification against such liabilities (other than 
                           the payment by the Company of expenses incurred or 
                           paid by a director, officer or controlling person of 
                           the Company in the successful defense of any
                           action, suit or proceeding) is asserted by such 
                           director, officer or controlling person in
                           connection with the securities being registered, the 
                           Company 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 and will be governed by the final adjudication of
                           such issue.

                                      -5-
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 Chicago,  State of Illinois, on the 27th day of
November, 1996.

                                         UNITED STATES CELLULAR CORPORATION

                                         By:       /s/ H. Donald Nelson
                                                   --------------------------
                                                   H. Donald Nelson
                                                   President

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated and on the 27th day of November, 1996.

/s/ LeRoy T. Carlson, Jr.               Chairman and Director
--------------------------
LeRoy T. Carlson, Jr.

/s/ H. Donald Nelson                    President (Principal Executive
--------------------------              Officer) and Director
H. Donald Nelson

/s/ LeRoy T. Carlson                    Director
--------------------------
LeRoy T. Carlson

/s/ Murray L. Swanson                   Director
--------------------------
Murray L. Swanson

                                        Director
--------------------------
Paul-Henri Denuit

/s/ Allan Z. Loren                      Director
--------------------------
Allan Z. Loren

/s/ Walter C.D. Carlson                 Director
--------------------------
Walter C.D. Carlson

/s/ Kenneth R. Meyers                   Vice President-Finance and Treasurer
--------------------------              (Principal Financial Officer)
Kenneth R. Meyers

/s/ Phillip A. Lorenzini                Controller (Principal Accounting
--------------------------              Officer)
Phillip A. Lorenzini

                                      -6-
EXHIBIT INDEX

                  The  following  documents are filed  herewith or  incorporated
                  herein by reference.

 Exhibit
   No.                     Description
--------                   -----------
   4.1            Restated Certificate of Incorporation, as amended, of the 
                  Company (Incorporated herein by reference to Exhibit 2(a) to 
                  Amendment No. 2 on Form 8 dated December 28, 1992 to the
                  Company's Report on Form 8-A).

   4.2            Restated  Bylaws,  as amended,  of the  Company  (Incorporated
                  herein by reference to Exhibit 2(b) to Amendment No. 2 on Form
                  8 dated  December  28,  1992 to the  Company's  Report on Form
                  8-A).

   5              Opinion of Sidley & Austin.

  23.1            Consent of Independent Public Accountants.

  23.2            Consents of Independent Accountants.

  23.3            Consent of Sidley & Austin (contained in Exhibit 5 hereto).

  99.1            United States Cellular Corporation 1997 Employee Stock 
                  Purchase Plan.

                                      -7-