Registration No.______
   ==============================================================
                 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)

                The Telephone and Data Systems, Inc.
                 Tax-Deferred Savings Plan and Trust
                      (Full title of the plan)

                          H. Donald Nelson
                              President
                 United States Cellular Corporation
                   8410 West Bryn Mawr, Suite 700
                      Chicago, Illinois  60631
              (Name and address of agent for service) 
                           (312) 399-8900 
                    (Telephone number, including 
                  area code, of agent for service) 

                           _______________

                   CALCULATION OF REGISTRATION FEE
 ===============================================================================
                                      Proposed       Proposed
       Title of                        Maximum        Maximum
      Securities        Amount        Offering       Aggregate      Amount of
         to be           to be        Price Per      Offering     Registration
      Registered    Registered (1)    Share (2)      Price (2)         Fee
 -------------------------------------------------------------------------------
   Common Shares
   $1.00 par value  200,000 shares    $ 32.75       $ 6,550,000      $ 2,259
 ===============================================================================
   (1)     Pursuant to Rule 416(c) under the Securities Act of
           1933, as amended, this registration statement also
           covers an indeterminate amount of interests in the
           Telephone and Data Systems, Inc. Tax-Deferred Savings
           Plan and Trust.
   (2)     Estimated for the Common Shares solely for the purpose
           of calculating the registration fee and, pursuant to
           Rule 457(h) under the Securities Act of 1933, as
           amended, based upon on the average of the high and low
           prices of the Common Shares of the Company on the
           American Stock Exchange on July 19, 1995.

   <PAGE>
                               PART I

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


   Item 1.     Plan Information*
               ----------------
   Item 2.     Registrant Information and Employee Plan Annual
               Information*

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


                              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") or The Telephone and Data Systems, Inc. Tax-
   Deferred Savings Plan and Trust (the "Plan") 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
               fiscal year ended December 31, 1994.

          2.   The Company's Current Reports on Form 8-K dated
               March 15, 1995, April 27, 1995, June 8, 1995, and
               June 16, 1995.

          3.   The Company's Quarterly Report on Form 10-Q dated
               March 31, 1995.

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

          5.   The Plan's Annual Report on Form 11-K for the
               period ended December 31, 1994.

          All documents filed by the Company with the Commission
   pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
   Exchange Act and all documents filed by the Plan with the
   Commission pursuant to Section 15(d) of the Exchange Act after
   the date of this Registration Statement and 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
                                 -2-

   <PAGE>
   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.
               --------------------------
          Not Applicable.


   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
   the Company, TDS 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 other 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.

          Section 145 of the General Corporation Law of Delaware
   contains provisions permitting (and, in some situations,
   requiring) Delaware corporations such as the Company to
   provide indemnification to their officers and directors for
   losses and litigation expense incurred in connection with,
   among other things, their service to the corporation in those
   capacities.  Among other things, these provisions provide that
   the Company is required to indemnify any person who was or is
   a party or is threatened to be made a party to any threatened,
   pending or completed action, suit or proceeding, whether
   civil, criminal, administrative or investigative (including
   any action by or in the right of the Company) (a "Proceeding")
   by reason of the fact that he is or was a director, officer or
   employee of the Company, or is or was serving at the request
   of the Company as a director, officer or employee of another
   corporation, partnership, joint venture, trust or other
   enterprise (including service with respect to any employee
   benefit plan) against expenses (including attorney's fees),
   judgments, fines, ERISA excise taxes, penalties and amounts
   paid in settlement actually and reasonably incurred by him in
   connection with such Proceeding to the fullest extent
   permitted by the Delaware General Corporation Law, as the same
   exists or may be amended (but, in the case of any such
   amendment, only to the extent that such amendment permits the
   Company to provide broader indemnification rights than such
   law permitted the Company to provide prior to such amendment). 
   These provisions also provide for the advance payment of fees
   and expenses reasonably incurred by the director or officer in
   defense of any such Proceeding, subject to reimbursement by
   the director or officer if it is ultimately determined that
   such officer or director is not entitled to be indemnified by
   the Company.
                                 -3-

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


   Item 7.     Exemption from Registration Claimed.
               ------------------------------------
          Not Applicable. 


   Item 8.     Exhibits.
               ---------
          The exhibits accompanying this Registration Statement
   are listed on the accompanying Exhibit Index.  The Plan is
   intended to be qualified under Sections 401(a) and 401(k) of
   the Internal Revenue Code.  The Company has submitted the Plan
   and hereby undertakes to submit all amendments thereto to the
   Internal Revenue Service (the "IRS") in a timely manner and
   will make all changes required by the IRS in order to qualify
   the Plan.


   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 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 end of the estimated maximum
                    offering range may be reflected in the form
                    of prospectus filed with the Commission
                    pursuant to Rule 424(b) if, in the aggregate,
                    the changes in volume and price represent no
                    more than a 20% 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
                                 -4-

   <PAGE>
               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
               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. 

                                 -5-

   <PAGE>
                             SIGNATURES

          The Registrant.  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 25th day of July, 1995.

                              UNITED STATES CELLULAR CORPORATION


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

          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 25th
   day of July, 1995.


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

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

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

                                 -6-

   <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 25th day of July,
   1995

   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.
      -----------------------------------------------
      Name:   LeRoy T. Carlson, Jr.
      Title:  President and Chief Executive Officer





                                 -7-

   <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, is hereby incorporated by
               reference to an exhibit to the
               Company's 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, are
               hereby incorporated by reference to an
               exhibit to the Company's Amendment No.
               2 on Form 8 dated December 28, 1992 to
               the Company's Report on Form 8-A.

   5           Opinion of Sidley & Austin.

   23.1        Consent of Independent Public Accountants.

   23.2        Consent of Independent Accountants.

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

   99.1        Amended and Restated Telephone and Data Systems,
               Inc. Tax-Deferred Savings Plan and Trust.

   99.2        Amendment No. 5 dated as of December 27, 1994.

   99.3        Amendment No. 6 dated as of February 10, 1995.

                                 -8-
<PAGE>
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Registration No.______
   ==============================================================
                 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)

                The Telephone and Data Systems, Inc.
                 Tax-Deferred Savings Plan and Trust
                      (Full title of the plan)

                          H. Donald Nelson
                              President
                 United States Cellular Corporation
                   8410 West Bryn Mawr, Suite 700
                      Chicago, Illinois  60631
              (Name and address of agent for service) 
                           (312) 399-8900 
                    (Telephone number, including 
                  area code, of agent for service) 

                           _______________

                   CALCULATION OF REGISTRATION FEE
 ===============================================================================
                                      Proposed       Proposed
       Title of                        Maximum        Maximum
      Securities        Amount        Offering       Aggregate      Amount of
         to be           to be        Price Per      Offering     Registration
      Registered    Registered (1)    Share (2)      Price (2)         Fee
 -------------------------------------------------------------------------------
   Common Shares
   $1.00 par value  200,000 shares    $ 32.75       $ 6,550,000      $ 2,259
 ===============================================================================
   (1)     Pursuant to Rule 416(c) under the Securities Act of
           1933, as amended, this registration statement also
           covers an indeterminate amount of interests in the
           Telephone and Data Systems, Inc. Tax-Deferred Savings
           Plan and Trust.
   (2)     Estimated for the Common Shares solely for the purpose
           of calculating the registration fee and, pursuant to
           Rule 457(h) under the Securities Act of 1933, as
           amended, based upon on the average of the high and low
           prices of the Common Shares of the Company on the
           American Stock Exchange on July 19, 1995.
PART I

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

   Item 1.     Plan Information*
               ----------------
   Item 2.     Registrant Information and Employee Plan Annual
               Information*

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

                              PART II 

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 

   Item 3.     Incorporation of Documents by Reference.
               ----------------------------------------
          The following documents which have heretofore been
   filed by United States Cellular Corporation (the "Company" or
   the "Registrant") or The Telephone and Data Systems, Inc. Tax-
   Deferred Savings Plan and Trust (the "Plan") 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
               fiscal year ended December 31, 1994.

          2.   The Company's Current Reports on Form 8-K dated
               March 15, 1995, April 27, 1995, June 8, 1995, and
               June 16, 1995.

          3.   The Company's Quarterly Report on Form 10-Q dated
               March 31, 1995.

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

          5.   The Plan's Annual Report on Form 11-K for the
               period ended December 31, 1994.

          All documents filed by the Company with the Commission
   pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
   Exchange Act and all documents filed by the Plan with the
   Commission pursuant to Section 15(d) of the Exchange Act after
   the date of this Registration Statement and 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
                                 -2-
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.
               --------------------------
          Not Applicable.

   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
   the Company, TDS 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 other 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.

          Section 145 of the General Corporation Law of Delaware
   contains provisions permitting (and, in some situations,
   requiring) Delaware corporations such as the Company to
   provide indemnification to their officers and directors for
   losses and litigation expense incurred in connection with,
   among other things, their service to the corporation in those
   capacities.  Among other things, these provisions provide that
   the Company is required to indemnify any person who was or is
   a party or is threatened to be made a party to any threatened,
   pending or completed action, suit or proceeding, whether
   civil, criminal, administrative or investigative (including
   any action by or in the right of the Company) (a "Proceeding")
   by reason of the fact that he is or was a director, officer or
   employee of the Company, or is or was serving at the request
   of the Company as a director, officer or employee of another
   corporation, partnership, joint venture, trust or other
   enterprise (including service with respect to any employee
   benefit plan) against expenses (including attorney's fees),
   judgments, fines, ERISA excise taxes, penalties and amounts
   paid in settlement actually and reasonably incurred by him in
   connection with such Proceeding to the fullest extent
   permitted by the Delaware General Corporation Law, as the same
   exists or may be amended (but, in the case of any such
   amendment, only to the extent that such amendment permits the
   Company to provide broader indemnification rights than such
   law permitted the Company to provide prior to such amendment). 
   These provisions also provide for the advance payment of fees
   and expenses reasonably incurred by the director or officer in
   defense of any such Proceeding, subject to reimbursement by
   the director or officer if it is ultimately determined that
   such officer or director is not entitled to be indemnified by
   the Company.
                                 -3-
The Company has directors' and officers' liability
   insurance which provides, subject to certain policy limits,
   deductible amounts and exclusions, coverage for all persons
   who have been, are or may in the future be, directors or
   officers of the Company, against amounts which such persons
   must pay resulting from claims against them by reason of their
   being such directors or officers during the policy period for
   certain breaches of duty, omissions or other acts done or
   wrongfully attempted or alleged.

   Item 7.     Exemption from Registration Claimed.
               ------------------------------------
          Not Applicable. 

   Item 8.     Exhibits.
               ---------
          The exhibits accompanying this Registration Statement
   are listed on the accompanying Exhibit Index.  The Plan is
   intended to be qualified under Sections 401(a) and 401(k) of
   the Internal Revenue Code.  The Company has submitted the Plan
   and hereby undertakes to submit all amendments thereto to the
   Internal Revenue Service (the "IRS") in a timely manner and
   will make all changes required by the IRS in order to qualify
   the Plan.

   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 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 end of the estimated maximum
                    offering range may be reflected in the form
                    of prospectus filed with the Commission
                    pursuant to Rule 424(b) if, in the aggregate,
                    the changes in volume and price represent no
                    more than a 20% 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
                                 -4-
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
               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. 

                                 -5-
SIGNATURES

          The Registrant.  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 25th day of July, 1995.

                              UNITED STATES CELLULAR CORPORATION

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

          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 25th
   day of July, 1995.

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

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

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

                                 -6-
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 25th day of July,
   1995

   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.
      -----------------------------------------------
      Name:   LeRoy T. Carlson, Jr.
      Title:  President and Chief Executive Officer

                                 -7-
EXHIBIT INDEX 

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

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

   5           Opinion of Sidley & Austin.

   23.1        Consent of Independent Public Accountants.

   23.2        Consent of Independent Accountants.

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

   99.1        Amended and Restated Telephone and Data Systems,
               Inc. Tax-Deferred Savings Plan and Trust.

   99.2        Amendment No. 5 dated as of December 27, 1994.

   99.3        Amendment No. 6 dated as of February 10, 1995.

                                 -8-