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
                      Key Management Restricted Stock Plan,
                 1997 Special Retention Restricted Stock Awards,
                   1998 Technical Associate Retention Program
                                       and
                        1998 Long-Term Incentive Program
                            (Full title of the plan)

                              LeRoy T. Carlson, Jr.
                                    Chairman
                       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

===============================================================================
 Title of                   
Securities       Amount      Proposed Maximum   Proposed Maximum
  to be           to be       Offering Price      Aggregate         Amount of
Registered      Registered     Per Share (1)    Offering Price  Registration Fee
--------------------------------------------------------------------------------
Common Shares   1,079,000      $29.28            $31,594,469      $9,320
                 shares               
                  (2)
===============================================================================

(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 June 16, 1998.

(2)      25,000  Common  Shares  are  registered  under the 1996 Key  Management
         Restricted  Stock Plan,  4,000 Common Shares are  registered  under the
         1997 Special Retention  Restricted Stock Awards,  100,000 Common Shares
         are registered under the 1998 Technical Associate Retention Program and
         950,000 Common Shares are registered under the 1998 Long-Term Incentive
         Program. In addition, this Registration Statement also covers an

                                                        

<PAGE>



         indeterminate amount of additional securities which may be issued under
         the above-referenced Plans pursuant to the anti-dilution  provisions of
         such Plans.

                                     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.

         The registrant has  previously  filed a Registration  Statement on Form
S-8 (No.  033-57255),  relating to 750,000  Common  Shares,  which first  became
effective  on  January  12,  1995,  for  issuance  under the  registrant's  1994
Long-Term  Incentive  Plan,  which has been  redesignated  as the 1998 Long-Term
Incentive Program (the "Program"). Pursuant to Rule 429 under the Securities Act
of 1933, as amended,  the Prospectus related to the Program includes the 750,000
Common Shares covered by Registration  Statement No.  033-57255,  as well as the
securities registered by this Registration Statement.

                                     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, 1997;

         2.       The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 31, 1998;

         3.       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

         4.       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, 1997.

         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").


                                       -1-

<PAGE>



         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
other  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.

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.

         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 Plans is not intended to be  qualified  under
Section 401(a) of the Internal Revenue Code.

Item 9.  Undertakings.
         ------------

                                       -2-

<PAGE>



         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 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 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 pricerepresent 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.

         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.


                                       -3-

<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 17th day of
June, 1998.

                                        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 17th day of June, 1998.



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

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

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

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

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

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

/s/ Kenneth R. Meyers                 Senior Vice President - Finance
----------------------------          and Treasurer (Chief Financial Officer)
    Kenneth R. Meyers                     
                                     
/s/ Phillip A. Lorenzini              Controller (Principal Accounting Officer)
----------------------------
    Phillip A. Lorenzini          

                              SIGNATURE PAGE TO S-8
                      KEY MANAGEMENT RESTRICTED STOCK PLAN,
                 1997 SPECIAL RETENTION RESTRICTED STOCK AWARDS
                   1998 TECHNICAL ASSOCIATE RETENTION PROGRAM
                      AND 1998 LONG-TERM INCENTIVE PROGRAM
                      OF UNITED STATES CELLULAR CORPORATION




















       

                                       -4-

<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 to Form 10-Q for the quarter
                  ended September 30, 1997).

    5              Opinion of Sidley & Austin.

   23.1           Consent of Independent Public Accountants.

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

   99.1           Key Management Restricted Stock Plan

   99.2           Form of 1997 Special Retention Restricted Stock Award

   99.3           1998 Technical Associate Retention Program

   99.4           1998 Long-Term Incentive Plan





                                       -5-

<PAGE>
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{"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": "333-57063", "film-number": "98649871"}, "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"}}
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
                      Key Management Restricted Stock Plan,
                 1997 Special Retention Restricted Stock Awards,
                   1998 Technical Associate Retention Program
                                       and
                        1998 Long-Term Incentive Program
                            (Full title of the plan)

                              LeRoy T. Carlson, Jr.
                                    Chairman
                       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

===============================================================================
 Title of                   
Securities       Amount      Proposed Maximum   Proposed Maximum
  to be           to be       Offering Price      Aggregate         Amount of
Registered      Registered     Per Share (1)    Offering Price  Registration Fee
--------------------------------------------------------------------------------
Common Shares   1,079,000      $29.28            $31,594,469      $9,320
                 shares               
                  (2)
===============================================================================

(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 June 16, 1998.

(2)      25,000  Common  Shares  are  registered  under the 1996 Key  Management
         Restricted  Stock Plan,  4,000 Common Shares are  registered  under the
         1997 Special Retention  Restricted Stock Awards,  100,000 Common Shares
         are registered under the 1998 Technical Associate Retention Program and
         950,000 Common Shares are registered under the 1998 Long-Term Incentive
         Program. In addition, this Registration Statement also covers an
indeterminate amount of additional securities which may be issued under
         the above-referenced Plans pursuant to the anti-dilution  provisions of
         such Plans.

                                     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.

         The registrant has  previously  filed a Registration  Statement on Form
S-8 (No.  033-57255),  relating to 750,000  Common  Shares,  which first  became
effective  on  January  12,  1995,  for  issuance  under the  registrant's  1994
Long-Term  Incentive  Plan,  which has been  redesignated  as the 1998 Long-Term
Incentive Program (the "Program"). Pursuant to Rule 429 under the Securities Act
of 1933, as amended,  the Prospectus related to the Program includes the 750,000
Common Shares covered by Registration  Statement No.  033-57255,  as well as the
securities registered by this Registration Statement.

                                     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, 1997;

         2.       The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 31, 1998;

         3.       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

         4.       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, 1997.

         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").

                                       -1-
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
other  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.

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.

         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 Plans is not intended to be  qualified  under
Section 401(a) of the Internal Revenue Code.

Item 9.  Undertakings.
         ------------

                                       -2-
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 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 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 pricerepresent 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.

         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.

                                       -3-
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 17th day of
June, 1998.

                                        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 17th day of June, 1998.

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

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

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

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

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

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

/s/ Kenneth R. Meyers                 Senior Vice President - Finance
----------------------------          and Treasurer (Chief Financial Officer)
    Kenneth R. Meyers                     
                                     
/s/ Phillip A. Lorenzini              Controller (Principal Accounting Officer)
----------------------------
    Phillip A. Lorenzini          

                              SIGNATURE PAGE TO S-8
                      KEY MANAGEMENT RESTRICTED STOCK PLAN,
                 1997 SPECIAL RETENTION RESTRICTED STOCK AWARDS
                   1998 TECHNICAL ASSOCIATE RETENTION PROGRAM
                      AND 1998 LONG-TERM INCENTIVE PROGRAM
                      OF UNITED STATES CELLULAR CORPORATION

       

                                       -4-
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 to Form 10-Q for the quarter
                  ended September 30, 1997).

    5              Opinion of Sidley & Austin.

   23.1           Consent of Independent Public Accountants.

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

   99.1           Key Management Restricted Stock Plan

   99.2           Form of 1997 Special Retention Restricted Stock Award

   99.3           1998 Technical Associate Retention Program

   99.4           1998 Long-Term Incentive Plan

                                       -5-