As filed with the Securities and Exchange Commission on April 16, 1999
 
                                                   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 Identification No.)
  of incorporation or organization)

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

                       United States Cellular Corporation
                        1999 Employee Stock Purchase Plan
                            (Full title of the plan)

                                H. Donald Nelson
                                 President & CEO
                       United States Cellular Corporation
                      8410 West Bryn Mawr Avenue, 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

================================================================================
                                                      Proposed                
  Title of                              Maximum        Maximum        Proposed
 Securities                             Offering      Aggregate       Amount of 
   to be           Amount to be          Price        Offering      Registration
 Registered       Registered (1)       Per Share       Price            Fee
--------------------------------------------------------------------------------
Common Shares,
$1.00 par value    110,000 Shares      $46.69(2)     $5,135,625      $1,427.70
================================================================================

(1)      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.

(2)      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  April 14,  1999,  pursuant to Rule  457(h)(1)  under the
         Securities Act of 1933.

================================================================================
                                    
<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*
         ----------------

Item 2.  Registration 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 "1933
         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 1933 Act
and the  Securities  Exchange  Act of 1934,  as amended  (the "1934  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, 1998;

         2.       The  description of the Common Shares  contained the Company's
                  Amendment  No. 2 on Form 8, dated  December 28,  1992,  to the
                  Company's Report on Form 8-A; and

         3.       All other  reports  filed by the  Company  pursuant to Section
                  13(a) and 15(d) of the 1934 Act since December 31, 1998.

         All  documents,  subsequently  filed by the Company with the Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the 1934 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.
         --------------------------------------

         Certain legal matters relating to the securities registered hereby will
be addressed by Sidley & Austin,  One First National  Plaza,  Chicago,  Illinois
60603.  The Company is controlled by Telephone  and Data Systems,  Inc.  ("TDS")
which

                                       -2-

<PAGE>



is controlled by a voting trust.  Walter C.D. Carlson, a trustee and beneficiary
of such  voting  trust and a director of TDS,  the  Company  and  certain  other
subsidiaries  of TDS,  Michael G. Hron,  the  Secretary  of TDS, the Company and
certain other subsidiaries of TDS, William S. DeCarlo,  the Assistant  Secretary
of TDS, the Company and certain other  subsidiaries of TDS,  Stephen P. Fitzell,
the  Secretary  of  certain  subsidiaries  of TDS,  and Sherry S.  Treston,  the
Assistant  Secretary  of certain  subsidiaries  of TDS, are partners of Sidley &
Austin.

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

         Article XI of the Company's Restated  Certificate of Incorporation,  as
amended,  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.

         Article XI of the Company's Restated  Certificate of Incorporation,  as
amended,  also provides that the Company shall indemnify  directors and officers
of the Company, its consolidated subsidiaries and certain other related entities
to  the  fullest  extent  permitted  by the  Delaware  General  Corporation  Law
("DGCL").  Under the DGCL, directors and officers, as well as other employees or
persons,  may be  indemnified  against  judgments,  fines  and  amounts  paid in
settlement in connection with specified actions,  suits or proceedings,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of the  corporation - a  "derivative  action"),  and against  expenses
(including  attorney's fees) in any action (including a derivative  action),  if
they acted in good faith and in a manner  they  reasonably  believed to be in or
not opposed to the best  interests of the  corporation  and, with respect to any
criminal action or proceeding,  had no reasonable cause to believe their conduct
was unlawful.  However,  in the case of a derivative  action, a person cannot be
indemnified  for  expenses  in  respect  of any matter as to which the person is
adjudged  to be  liable  to the  corporation  unless  and to the  extent a court
determines  that such person is fairly and reasonably  entitled to indemnity for
such expenses.

         The  DGCL  also  provides  that,  to the  extent a  director,  officer,
employee  or agent  of a  corporation  has  been  successful  on the  merits  or
otherwise in defense of any action or matter,  the  corporation  must  indemnify
such party against expenses (including  attorneys' fees) actually and reasonably
incurred by such party in connection therewith.

         The DGCL provides  that  expenses  incurred by a director or officer in
defending  any action may be paid by a  Delaware  corporation  in advance of the
final  disposition  of the action upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it is ultimately  determined
that such party is not entitled to be indemnified by the corporation.

         The Company's Restated Certificate of Incorporation, as amended, states
that the right to indemnification  conferred in Article XI thereof is a contract
right and includes the right to be paid by the Company for expenses  incurred in
defending   proceedings  covered  by  Article  XI  in  advance  of  their  final
disposition;  provided, however, that, if the DGCL requires, the payment of such
expenses in advance of the final  disposition of a proceeding shall be made only
upon  delivery  to  the  Company  of  an  undertaking,  by or  on  behalf  of an
indemnified  director or  officer,  to repay all amounts so advanced if it shall
ultimately  be  determined  that such  director or officer is not entitled to be
indemnified  under the Restated  Certificate of  Incorporation,  as amended,  or
otherwise.

         The DGCL provides that the  indemnification and advancement of expenses
provided  thereby  are not  exclusive  of any other  rights  granted  by bylaws,
agreements or otherwise, and provides that a corporation shall have the power to
purchase  and  maintain  insurance  on behalf of any person,  whether or not the
corporation would have the power to indemnify such person under Delaware law.

         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.

                                       -3-

<PAGE>



         Insofar as indemnification  for liabilities  arising under the 1933 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 1933 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 1933 Act and
will be governed by the final adjudication of such issue.

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:

                  (a)      To  include  any   prospectus   required  by  Section
                           10(a)(3) of the 1933;

                  (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 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  and 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 1934  Act that are  incorporated  by
                  reference in the Registration Statement.

         2.       That, for the purpose of determining  any liability  under the
                  1933 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.


                                       -4-

<PAGE>



         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
                  1933 Act, each filing of the Company's  Annual Report pursuant
                  to Section 13(a) or Section 15(d) of the 1934 Act (and,  where
                  applicable,  each filing of an employee  benefit plan's annual
                  report  pursuant  to  Section  15(d) of the 1934  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.

         5.       That, insofar as indemnification for liabilities arising under
                  the 1933  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 1933 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 1933 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 16th day of
April, 1999.
                                              UNITED STATES CELLULAR CORPORATION

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

                        POWER OF ATTORNEY AND SIGNATURES

                  The  undersigned  officers  and  directors  of  United  States
Cellular  Corporation hereby severally  constitute and appoint LeRoy T. Carlson,
Jr.   and  H.   Donald   Nelson,   and  each  of  them,   our  true  and  lawful
attorneys-in-fact and agents, with full power of substitution, to sign for us in
our names in the capacities indicated below, all amendments to this registration
statement, and generally to do all things in our names and on our behalf in such
capacities  to enable  United  States  Cellular  Corporation  to comply with the
provisions of the Securities Act of 1933, as amended,  and all  requirements  of
the  Securities  and Exchange  Commission in connection  with this  registration
statement.

         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 16th day of April, 1999.


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

       /s/ H. Donald Nelson          President and Chief Executive Officer and
--------------------------------     Director
      H. Donald Nelson

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

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

        /s/ Sandra L. Helton         Director
--------------------------------
      Sandra L. Helton

      /s/ Kenneth R. Meyers          Director, Executive Vice President-Finance,
--------------------------------     Chief Financial Officer and Treasurer
      Kenneth R. Meyers                    

      /s/ Paul-Henri Denuit          Director
--------------------------------
      Paul-Henri Denuit

      /s/ J. Samuel Crowley          Director
--------------------------------
      J. Samuel Crowley

       /s/ John T. Quille            Controller (Principal Accounting Officer)
--------------------------------
      John T. Quille

                  



                                
<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 3.2 of Form 10-K for the year
                  ended December 31, 1998).

   5              Opinion of Counsel

  23.1            Consent of Independent Public Accountants

  23.2            Consent of Counsel (contained in Exhibit 5 hereto)

  99.1            United  States  Cellular   Corporation   1999  Employee  Stock
                  Purchase Plan






                                       -7-

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23607}]
{"company-data": {"conformed-name": "UNITED STATES CELLULAR CORP", "cik": "0000821130", "assigned-sic": "4812", "irs-number": "621147325", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76455", "film-number": "99595987"}, "business-address": {"street1": "8410 W BRYN MAWR AVE", "street2": "STE 700", "city": "CHICAGO", "state": "IL", "zip": "60631", "phone": "3123998900"}, "mail-address": {"street1": "301 S. WESTFIELD ROAD", "street2": "P.O. BOX 5158", "city": "MADISON", "state": "WI", "zip": "53705-0158"}}
As filed with the Securities and Exchange Commission on April 16, 1999
 
                                                   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 Identification No.)
  of incorporation or organization)

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

                       United States Cellular Corporation
                        1999 Employee Stock Purchase Plan
                            (Full title of the plan)

                                H. Donald Nelson
                                 President & CEO
                       United States Cellular Corporation
                      8410 West Bryn Mawr Avenue, 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

================================================================================
                                                      Proposed                
  Title of                              Maximum        Maximum        Proposed
 Securities                             Offering      Aggregate       Amount of 
   to be           Amount to be          Price        Offering      Registration
 Registered       Registered (1)       Per Share       Price            Fee
--------------------------------------------------------------------------------
Common Shares,
$1.00 par value    110,000 Shares      $46.69(2)     $5,135,625      $1,427.70
================================================================================

(1)      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.

(2)      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  April 14,  1999,  pursuant to Rule  457(h)(1)  under the
         Securities Act of 1933.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*
         ----------------

Item 2.  Registration 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 "1933
         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 1933 Act
and the  Securities  Exchange  Act of 1934,  as amended  (the "1934  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, 1998;

         2.       The  description of the Common Shares  contained the Company's
                  Amendment  No. 2 on Form 8, dated  December 28,  1992,  to the
                  Company's Report on Form 8-A; and

         3.       All other  reports  filed by the  Company  pursuant to Section
                  13(a) and 15(d) of the 1934 Act since December 31, 1998.

         All  documents,  subsequently  filed by the Company with the Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the 1934 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.
         --------------------------------------

         Certain legal matters relating to the securities registered hereby will
be addressed by Sidley & Austin,  One First National  Plaza,  Chicago,  Illinois
60603.  The Company is controlled by Telephone  and Data Systems,  Inc.  ("TDS")
which

                                       -2-
is controlled by a voting trust.  Walter C.D. Carlson, a trustee and beneficiary
of such  voting  trust and a director of TDS,  the  Company  and  certain  other
subsidiaries  of TDS,  Michael G. Hron,  the  Secretary  of TDS, the Company and
certain other subsidiaries of TDS, William S. DeCarlo,  the Assistant  Secretary
of TDS, the Company and certain other  subsidiaries of TDS,  Stephen P. Fitzell,
the  Secretary  of  certain  subsidiaries  of TDS,  and Sherry S.  Treston,  the
Assistant  Secretary  of certain  subsidiaries  of TDS, are partners of Sidley &
Austin.

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

         Article XI of the Company's Restated  Certificate of Incorporation,  as
amended,  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.

         Article XI of the Company's Restated  Certificate of Incorporation,  as
amended,  also provides that the Company shall indemnify  directors and officers
of the Company, its consolidated subsidiaries and certain other related entities
to  the  fullest  extent  permitted  by the  Delaware  General  Corporation  Law
("DGCL").  Under the DGCL, directors and officers, as well as other employees or
persons,  may be  indemnified  against  judgments,  fines  and  amounts  paid in
settlement in connection with specified actions,  suits or proceedings,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of the  corporation - a  "derivative  action"),  and against  expenses
(including  attorney's fees) in any action (including a derivative  action),  if
they acted in good faith and in a manner  they  reasonably  believed to be in or
not opposed to the best  interests of the  corporation  and, with respect to any
criminal action or proceeding,  had no reasonable cause to believe their conduct
was unlawful.  However,  in the case of a derivative  action, a person cannot be
indemnified  for  expenses  in  respect  of any matter as to which the person is
adjudged  to be  liable  to the  corporation  unless  and to the  extent a court
determines  that such person is fairly and reasonably  entitled to indemnity for
such expenses.

         The  DGCL  also  provides  that,  to the  extent a  director,  officer,
employee  or agent  of a  corporation  has  been  successful  on the  merits  or
otherwise in defense of any action or matter,  the  corporation  must  indemnify
such party against expenses (including  attorneys' fees) actually and reasonably
incurred by such party in connection therewith.

         The DGCL provides  that  expenses  incurred by a director or officer in
defending  any action may be paid by a  Delaware  corporation  in advance of the
final  disposition  of the action upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it is ultimately  determined
that such party is not entitled to be indemnified by the corporation.

         The Company's Restated Certificate of Incorporation, as amended, states
that the right to indemnification  conferred in Article XI thereof is a contract
right and includes the right to be paid by the Company for expenses  incurred in
defending   proceedings  covered  by  Article  XI  in  advance  of  their  final
disposition;  provided, however, that, if the DGCL requires, the payment of such
expenses in advance of the final  disposition of a proceeding shall be made only
upon  delivery  to  the  Company  of  an  undertaking,  by or  on  behalf  of an
indemnified  director or  officer,  to repay all amounts so advanced if it shall
ultimately  be  determined  that such  director or officer is not entitled to be
indemnified  under the Restated  Certificate of  Incorporation,  as amended,  or
otherwise.

         The DGCL provides that the  indemnification and advancement of expenses
provided  thereby  are not  exclusive  of any other  rights  granted  by bylaws,
agreements or otherwise, and provides that a corporation shall have the power to
purchase  and  maintain  insurance  on behalf of any person,  whether or not the
corporation would have the power to indemnify such person under Delaware law.

         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.

                                       -3-
Insofar as indemnification  for liabilities  arising under the 1933 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 1933 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 1933 Act and
will be governed by the final adjudication of such issue.

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:

                  (a)      To  include  any   prospectus   required  by  Section
                           10(a)(3) of the 1933;

                  (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 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  and 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 1934  Act that are  incorporated  by
                  reference in the Registration Statement.

         2.       That, for the purpose of determining  any liability  under the
                  1933 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.

                                       -4-
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
                  1933 Act, each filing of the Company's  Annual Report pursuant
                  to Section 13(a) or Section 15(d) of the 1934 Act (and,  where
                  applicable,  each filing of an employee  benefit plan's annual
                  report  pursuant  to  Section  15(d) of the 1934  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.

         5.       That, insofar as indemnification for liabilities arising under
                  the 1933  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 1933 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 1933 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 16th day of
April, 1999.
                                              UNITED STATES CELLULAR CORPORATION

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

                        POWER OF ATTORNEY AND SIGNATURES

                  The  undersigned  officers  and  directors  of  United  States
Cellular  Corporation hereby severally  constitute and appoint LeRoy T. Carlson,
Jr.   and  H.   Donald   Nelson,   and  each  of  them,   our  true  and  lawful
attorneys-in-fact and agents, with full power of substitution, to sign for us in
our names in the capacities indicated below, all amendments to this registration
statement, and generally to do all things in our names and on our behalf in such
capacities  to enable  United  States  Cellular  Corporation  to comply with the
provisions of the Securities Act of 1933, as amended,  and all  requirements  of
the  Securities  and Exchange  Commission in connection  with this  registration
statement.

         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 16th day of April, 1999.

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

       /s/ H. Donald Nelson          President and Chief Executive Officer and
--------------------------------     Director
      H. Donald Nelson

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

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

        /s/ Sandra L. Helton         Director
--------------------------------
      Sandra L. Helton

      /s/ Kenneth R. Meyers          Director, Executive Vice President-Finance,
--------------------------------     Chief Financial Officer and Treasurer
      Kenneth R. Meyers                    

      /s/ Paul-Henri Denuit          Director
--------------------------------
      Paul-Henri Denuit

      /s/ J. Samuel Crowley          Director
--------------------------------
      J. Samuel Crowley

       /s/ John T. Quille            Controller (Principal Accounting Officer)
--------------------------------
      John T. Quille
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 3.2 of Form 10-K for the year
                  ended December 31, 1998).

   5              Opinion of Counsel

  23.1            Consent of Independent Public Accountants

  23.2            Consent of Counsel (contained in Exhibit 5 hereto)

  99.1            United  States  Cellular   Corporation   1999  Employee  Stock
                  Purchase Plan

                                       -7-