As filed with the Securities and Exchange Commission on July 27, 2000

                                                  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 of         (I.R.S. Employer Identification No.)
    incorporation or organization)

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

                        Telephone and Data Systems, Inc.

                            Tax-Deferred Savings Plan
                            (Full title of the plan)

                              LeRoy T. Carlson, Jr.
                                    Chairman
                       United States Cellular Corporation.
                      c/o Telephone and Data Systems, Inc.
                       30 North LaSalle Street, Suite 4000
                             Chicago, Illinois 60602
                     (Name and address of agent for service)

                                 (312) 630-1900

                          (Telephone number, including
                        area code, of agent for service)

                                ---------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
  <S>                      <C>                   <C>                    <C>                   <C>
==================================================================================================================
                                                 Proposed Maximum       Proposed Maximum
  Title of Securities      Amount to be          Offering Price         Aggregate Offering    Amount of
  to be Registered         Registered (1)        Per Share              Price                 Registration Fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
  Common Shares,
  $1.00 par value          200,000 Shares        $67.90625 (2)          $13,581,250           $3,585.45
======================== ====================== ====================== ====================== ======================
</TABLE>
[FN]

(1)      In addition,  there is being registered hereby an indeterminate  number
         of shares as may be deemed to be offered and sold by the  Registrant to
         participants   of   the   Tax-Deferred   Savings   Plan   pursuant   to
         participant-directed  open  market  purchases  of  such  shares  by the
         independent trustee of such 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  July 25,  2000,  pursuant to Rule  457(h)(1)  under the
         Securities Act of 1933.
================================================================================
</FN>
<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  description  of the Common  Shares,  par value  $1.00 per
                  share ("Common Shares"), of the Company contained in Amendment
                  No.  2 on  Form 8 dated  December  28,  1992 to the  Company's
                  Registration Statement on Form 8-A.

         2.       The  Company's  Annual  Report on Form 10-K for the year ended
                  December 31, 1999.

         3.       The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 31, 2000.

         4.       All other  reports  filed by the  Company  pursuant to Section
                  13(a) and 15(d) of the 1934 Act since 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 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.
         --------------------------

         Incorporated herein by reference.  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, 10 S. Dearborn Street, Bank One Plaza, Chicago,
Illinois  60603.  The Company is controlled by Telephone and Data Systems,  Inc.
("TDS") which is controlled by a voting trust.  Walter C.D.  Carlson,  a trustee
and  beneficiary  of such

                                       2
<PAGE>


voting trust and a director of TDS, the Company and certain  other  subsidiaries
of TDS;  Michael G. Hron, the General Counsel and an Assistant  Secretary of TDS
and the Company and the Secretary or Assistant Secretary of certain subsidiaries
of  TDS;  William  S.  DeCarlo,  an  Assistant  Secretary  of  TDS  and  certain
subsidiaries  of TDS;  and Stephen P.  Fitzell,  an  Assistant  Secretary of the
Company  and  the   Secretary  or  an  Assistant   Secretary  of  certain  other
subsidiaries of TDS, are partners of Sidley & Austin.

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

         Section 145 of the Delaware General Corporation Law ("DGCL") empowers a
Delaware  corporation  to indemnify any persons who are, or are threatened to be
made,  parties to any  threatened,  pending or completed  legal action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the  right of such  corporation),  by reason of the fact that
such person was an officer or director of such corporation, or is or was serving
at the request of such corporation as a director,  officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided  that such  officer or  director  acted in good faith in a
manner he reasonably  believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the  corporation  under the same  conditions,
except that no  indemnification  is permitted  without judicial  approval if the
officer  or  director  is  adjudged  to be  liable  to  the  corporation  in the
performance  of his duty.  Where an officer or  director  is  successful  on the
merits or  otherwise  in the  defense  of any  action  referred  to  above,  the
corporation  must  indemnify  him against  the  expenses  which such  officer or
director actually and reasonably incurred.  Article XI of the Company's Restated
Certificate  of  Incorporation  provides for the  indemnification  of directors,
officers and employees of the Company within the limitations of Section 145.

         In  accordance  with  Section  102(b)(7)  of the  DGCL,  the  Company's
Restated  Certificate  of  Incorporation  provides that  directors  shall not be
personally  liable for monetary  damages for breaches of their fiduciary duty as
directors except for (i) breaches of their duty of loyalty to the Company or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional  misconduct or knowing violations of law, (iii) certain transactions
under Section 174 of the DGCL  (unlawful  payment of dividends or unlawful stock
purchases or redemptions) or (iv)  transactions from which a director derives an
improper  personal  benefit.  The effect of the  provision is to  eliminate  the
personal  liability of directors  for monetary  damages for actions  involving a
breach of their  fiduciary duty of care,  including any actions  involving gross
negligence.

         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.  Such  policies  provide
coverage  to  certain  situations  where the  Company  cannot  directly  provide
indemnification under DGCL.

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 intended to be qualified under Section
401(a) of the Internal Revenue Code.


                                       3
<PAGE>

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 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 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.

         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.

                                        4

<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
July, 2000.

                                   UNITED STATES CELLULAR CORPORATION

                                   By:      /s/ LeRoy T. Carlson, Jr.
                                            ------------------------------------
                                            LeRoy T. Carlson, Jr.
                                            Chairman


                        POWER OF ATTORNEY AND SIGNATURES

                  The  undersigned  officers  and  directors  of  United  States
Cellular  Corporation hereby severally  constitute and appoint LeRoy T. Carlson,
Jr.,  John E.  Rooney,  Kenneth R. Meyers 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 27th day of July, 2000.

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

/s/ John E. Rooney             President and Chief Executive Officer (Principal
------------------------------ Executive Officer) and Director
    John E. Rooney

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

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

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

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

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

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

/s/ John T. Quille             Vice President and Controller (Principal
------------------------------ Accouting Officer)
    John T. Quille




                                       5
<PAGE>


                  The Plan.  Pursuant to the  requirements of the Securities Act
of 1933,  the trustees (or other  persons who  administer  the employee  benefit
plan) have 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 July, 2000.

THE TELEPHONE AND DATA SYSTEMS, INC.
TAX-DEFERRED SAVINGS PLAN AND TRUST

By:      TELEPHONE AND DATA SYSTEMS, INC.,
         as plan administrator


By:      /s/ LeRoy T. Carlson, Jr.
         -----------------------------------------------
         LeRoy T. Carlson, Jr.
         President and Chief Executive Officer


















                                       6


<PAGE>

                               EXHIBIT INDEX

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

Exhibit
  No.                      Description
------                     -----------
  4.1             Restated  Certificate  of  Incorporation  of the  Company,  as
                  amended, is hereby incorporated herein by reference to Exhibit
                  3.1 to the Company's  Amendment No. 2 on Form 8 dated December
                  28, 1992 to the Company's Registration Statement on Form 8-A.

  4.2             Bylaws  of  the  Company  is  hereby  incorporated  herein  by
                  reference  to Exhibit 3.2 to the  Company's  Form 10-K for the
                  year ended December 31, 1999.

  5               Opinion of Counsel

 23.1             Consent of Independent Public Accountants

 23.2             Consent of Counsel (contained in Exhibit 5)

 24               Powers of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 21693}]
{"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": "333-42366", "film-number": "680267"}, "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 July 27, 2000

                                                  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 of         (I.R.S. Employer Identification No.)
    incorporation or organization)

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

                        Telephone and Data Systems, Inc.

                            Tax-Deferred Savings Plan
                            (Full title of the plan)

                              LeRoy T. Carlson, Jr.
                                    Chairman
                       United States Cellular Corporation.
                      c/o Telephone and Data Systems, Inc.
                       30 North LaSalle Street, Suite 4000
                             Chicago, Illinois 60602
                     (Name and address of agent for service)

                                 (312) 630-1900

                          (Telephone number, including
                        area code, of agent for service)

                                ---------------

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                 Proposed Maximum       Proposed Maximum
  Title of Securities      Amount to be          Offering Price         Aggregate Offering    Amount of
  to be Registered         Registered (1)        Per Share              Price                 Registration Fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
  Common Shares,
  $1.00 par value          200,000 Shares        $67.90625 (2)          $13,581,250           $3,585.45
======================== ====================== ====================== ====================== ======================
[FN]

(1)      In addition,  there is being registered hereby an indeterminate  number
         of shares as may be deemed to be offered and sold by the  Registrant to
         participants   of   the   Tax-Deferred   Savings   Plan   pursuant   to
         participant-directed  open  market  purchases  of  such  shares  by the
         independent trustee of such 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  July 25,  2000,  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  description  of the Common  Shares,  par value  $1.00 per
                  share ("Common Shares"), of the Company contained in Amendment
                  No.  2 on  Form 8 dated  December  28,  1992 to the  Company's
                  Registration Statement on Form 8-A.

         2.       The  Company's  Annual  Report on Form 10-K for the year ended
                  December 31, 1999.

         3.       The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 31, 2000.

         4.       All other  reports  filed by the  Company  pursuant to Section
                  13(a) and 15(d) of the 1934 Act since 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 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.
         --------------------------

         Incorporated herein by reference.  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, 10 S. Dearborn Street, Bank One Plaza, Chicago,
Illinois  60603.  The Company is controlled by Telephone and Data Systems,  Inc.
("TDS") which is controlled by a voting trust.  Walter C.D.  Carlson,  a trustee
and  beneficiary  of such

                                       2
voting trust and a director of TDS, the Company and certain  other  subsidiaries
of TDS;  Michael G. Hron, the General Counsel and an Assistant  Secretary of TDS
and the Company and the Secretary or Assistant Secretary of certain subsidiaries
of  TDS;  William  S.  DeCarlo,  an  Assistant  Secretary  of  TDS  and  certain
subsidiaries  of TDS;  and Stephen P.  Fitzell,  an  Assistant  Secretary of the
Company  and  the   Secretary  or  an  Assistant   Secretary  of  certain  other
subsidiaries of TDS, are partners of Sidley & Austin.

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

         Section 145 of the Delaware General Corporation Law ("DGCL") empowers a
Delaware  corporation  to indemnify any persons who are, or are threatened to be
made,  parties to any  threatened,  pending or completed  legal action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the  right of such  corporation),  by reason of the fact that
such person was an officer or director of such corporation, or is or was serving
at the request of such corporation as a director,  officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided  that such  officer or  director  acted in good faith in a
manner he reasonably  believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the  corporation  under the same  conditions,
except that no  indemnification  is permitted  without judicial  approval if the
officer  or  director  is  adjudged  to be  liable  to  the  corporation  in the
performance  of his duty.  Where an officer or  director  is  successful  on the
merits or  otherwise  in the  defense  of any  action  referred  to  above,  the
corporation  must  indemnify  him against  the  expenses  which such  officer or
director actually and reasonably incurred.  Article XI of the Company's Restated
Certificate  of  Incorporation  provides for the  indemnification  of directors,
officers and employees of the Company within the limitations of Section 145.

         In  accordance  with  Section  102(b)(7)  of the  DGCL,  the  Company's
Restated  Certificate  of  Incorporation  provides that  directors  shall not be
personally  liable for monetary  damages for breaches of their fiduciary duty as
directors except for (i) breaches of their duty of loyalty to the Company or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional  misconduct or knowing violations of law, (iii) certain transactions
under Section 174 of the DGCL  (unlawful  payment of dividends or unlawful stock
purchases or redemptions) or (iv)  transactions from which a director derives an
improper  personal  benefit.  The effect of the  provision is to  eliminate  the
personal  liability of directors  for monetary  damages for actions  involving a
breach of their  fiduciary duty of care,  including any actions  involving gross
negligence.

         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.  Such  policies  provide
coverage  to  certain  situations  where the  Company  cannot  directly  provide
indemnification under DGCL.

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 intended to be qualified under Section
401(a) of the Internal Revenue Code.

                                       3
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 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 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.

         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.

                                        4
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
July, 2000.

                                   UNITED STATES CELLULAR CORPORATION

                                   By:      /s/ LeRoy T. Carlson, Jr.
                                            ------------------------------------
                                            LeRoy T. Carlson, Jr.
                                            Chairman

                        POWER OF ATTORNEY AND SIGNATURES

                  The  undersigned  officers  and  directors  of  United  States
Cellular  Corporation hereby severally  constitute and appoint LeRoy T. Carlson,
Jr.,  John E.  Rooney,  Kenneth R. Meyers 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 27th day of July, 2000.

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

/s/ John E. Rooney             President and Chief Executive Officer (Principal
------------------------------ Executive Officer) and Director
    John E. Rooney

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

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

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

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

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

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

/s/ John T. Quille             Vice President and Controller (Principal
------------------------------ Accouting Officer)
    John T. Quille

                                       5
The Plan.  Pursuant to the  requirements of the Securities Act
of 1933,  the trustees (or other  persons who  administer  the employee  benefit
plan) have 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 July, 2000.

THE TELEPHONE AND DATA SYSTEMS, INC.
TAX-DEFERRED SAVINGS PLAN AND TRUST

By:      TELEPHONE AND DATA SYSTEMS, INC.,
         as plan administrator

By:      /s/ LeRoy T. Carlson, Jr.
         -----------------------------------------------
         LeRoy T. Carlson, Jr.
         President and Chief Executive Officer

                                       6
EXHIBIT INDEX

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

Exhibit
  No.                      Description
------                     -----------
  4.1             Restated  Certificate  of  Incorporation  of the  Company,  as
                  amended, is hereby incorporated herein by reference to Exhibit
                  3.1 to the Company's  Amendment No. 2 on Form 8 dated December
                  28, 1992 to the Company's Registration Statement on Form 8-A.

  4.2             Bylaws  of  the  Company  is  hereby  incorporated  herein  by
                  reference  to Exhibit 3.2 to the  Company's  Form 10-K for the
                  year ended December 31, 1999.

  5               Opinion of Counsel

 23.1             Consent of Independent Public Accountants

 23.2             Consent of Counsel (contained in Exhibit 5)

 24               Powers of Attorney (included on signature page)