Registration No. 33-
=================================================================

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

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

                 TELEPHONE AND DATA SYSTEMS, INC.
      (Exact name of registrant as specified in its charter)

             Iowa                                       36-2669023
  (State or other jurisdiction                       (I.R.S. Employer
   of incorporation or organization)                Identification No.)

               30 North LaSalle Street, Suite 4000
                        Chicago, Illinois                60602
             (Address of Principal Executive Offices)  (Zip Code)

                 Telephone and Data Systems, Inc.
                  1994 Long-Term Incentive Plan
                    (Full title of the plan) 

                      LeRoy T. Carlson, Jr.
                            President
                 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       Proposed
       Title of                        Maximum        Maximum
      Securities        Amount        Offering       Aggregate      Amount of
         to be           to be        Price Per      Offering     Registration
      Registered      Registered      Share (1)        Price           Fee
   -----------------------------------------------------------------------------
   Common Shares
   $1.00 par value  800,000 shares(2) $ 44.9375   $35,950,000       $ 12,397
   =============================================================================

(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 January 10, 1995.

(2)  In addition, this Registration Statement also covers an indeterminate
     amount of additional securities which may be issued under the above-
     referenced Plan pursuant to the anti-dilution provisions of such Plan.



<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.

<PAGE>
                             PART II 

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

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

          1.   The Company's Annual Report on Form 10-K as
               amended by form 10-K/A-1 as filed on November
               9, 1994, for the year ended December 31,
               1993.

          2.   The Company's Quarterly Reports on Form 10-Q for
               the quarters ended March 31, June 30 and September
               30, 1994.

          3.   The Company's Current Reports on Form 8-K, dated
               January 19, February 7, March 30 and April 22,
               1994.

          4.   The description of the Common Shares, par value
               $1.00 per share ("Common Shares"), of the Company
               contained in the Company's Report on Form 8-A/A-2,
               dated December 20, 1994.

          All documents, subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the 1934 Act, prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and made
a part hereof from their respective dates of filing (such
documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").

          Any statement contained in an Incorporated Document
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.  

Item 4.   Description of Securities.
          -------------------------

          See Item 3.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          Certain legal matters relating to the securities
registered hereby will be addressed by Sidley & Austin, One First
National Plaza, Chicago, Illinois 60603.  The Company is
controlled by a voting trust.  Walter C.D. Carlson, a trustee and
beneficiary of the voting trust and a director of the Company and
certain subsidiaries of the Company, Michael G. Hron, the
Secretary of the Company and certain subsidiaries of the Company,
Stephen P. Fitzell, the Secretary of certain subsidiaries of the
Company, and Sherry S. Treston, the Assistant Secretary of
certain subsidiaries of the Company, are partners of Sidley &
Austin.

                                -2-

<PAGE>
Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          The Iowa Business Corporation Act, as amended, provides
for indemnification of directors and officers in a variety of
circumstances, which may include liabilities under the 1933 Act. 
The Company's Bylaws provide for indemnification of the Company's
directors and officers (and those serving in such capacity with a
consolidated subsidiary or other entity at the request of the
Board of Directors of the Company) in the circumstances, and to
the extent, permitted by the Iowa Business Corporation Act, as
amended.

          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.

          Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers and
persons controlling the Company pursuant to the foregoing
provisions, or otherwise, the Company has been informed that in
the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

          Not Applicable. 

Item 8.   Exhibits.
          --------

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

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

          The Company hereby undertakes:

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

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

               (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;

                                -3-

<PAGE>
               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 12th day of
January, 1995.

                         TELEPHONE AND DATA SYSTEMS, INC.

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

          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 12th day
of January, 1995.

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

/s/LeRoy T. Carlson, Jr.           President and Director (Chief
- -----------------------------
LeRoy T. Carlson, Jr.              Executive Officer)

/s/Murray L. Swanson               Executive Vice President-Finance and
- -----------------------------      
Murray L. Swanson                  Director (Principal Financial
                                   Officer)

/s/Rudolph E. Hornacek             Director
- -----------------------------
Rudolph E. Hornacek

/s/James Barr III                  Director
- -----------------------------
James Barr III

/s/Lester O. Johnson               Director
- -----------------------------
Lester O. Johnson

/s/Donald C. Nebergall             Director
- -----------------------------
Donald C. Nebergall

/s/Herbert S. Wander               Director
- -----------------------------
Herbert S. Wander

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

/s/Donald R. Brown                 Director
- -----------------------------
Donald R. Brown

/s/Robert J. Collins               Director
- -----------------------------
Robert J. Collins

/s/Gregory J. Wilkinson            Vice President and Controller
- -----------------------------
Gregory J. Wilkinson               (Principal Accounting Officer)



<PAGE>
                          EXHIBIT INDEX 


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

Exhibit
  No.               Description
- -------             -----------
4.1       Articles of Incorporation of the Company, as amended
          (Incorporated herein by reference to Exhibit 1 to the
          Company's Report on Form 8-A/A-2, dated December 20,
          1994)

4.2       Bylaws of the Company (Incorporated herein by reference
          to Exhibit 2 to the Company's Report on Form 8-A/A-2,
          dated December 20, 1994)

5         Opinion of Counsel

23.1      Consent of Independent Public Accountants

23.2      Consents of Independent Accountants

23.3      Consent of Counsel (contained in Exhibit 5)

99.1      Telephone and Data Systems, Inc. 1994 Long-Term
          Incentive Plan

99.2      Form of 1994 Long-Term Stock Option Agreement
          (Transferable Form)

99.3      Form of 1994 Long-Term Stock Option Agreement
          (Nontransferable Form)

99.4      Form of 1995 Performance Stock Option Agreement
          (Transferable Form)

99.5      Form of 1995 Performance Stock Option Agreement
          (Nontransferable Form)
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17335}]
{"company-data": {"conformed-name": "TELEPHONE & DATA SYSTEMS INC", "cik": "0000096966", "assigned-sic": "4813", "irs-number": "362669023", "state-of-incorporation": "IA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57257", "film-number": "95501239"}, "business-address": {"street1": "30 N LASALLE ST STE 4000", "city": "CHICAGO", "state": "IL", "zip": "60602", "phone": "3126301900"}, "mail-address": {"street1": "301 S. WESTFIELD RD", "street2": "PO BOX 5158", "city": "MADISON", "state": "WI", "zip": "53705-0158"}, "former-company": [{"former-conformed-name": "TELEPHONE SYSTEMS INC STOCK OPTION PLANS", "date-changed": "19741118"}, {"former-conformed-name": "TELEPHONE SYSTEMS INC", "date-changed": "19740509"}]}
Registration No. 33-
=================================================================

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

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

                 TELEPHONE AND DATA SYSTEMS, INC.
      (Exact name of registrant as specified in its charter)

             Iowa                                       36-2669023
  (State or other jurisdiction                       (I.R.S. Employer
   of incorporation or organization)                Identification No.)

               30 North LaSalle Street, Suite 4000
                        Chicago, Illinois                60602
             (Address of Principal Executive Offices)  (Zip Code)

                 Telephone and Data Systems, Inc.
                  1994 Long-Term Incentive Plan
                    (Full title of the plan) 

                      LeRoy T. Carlson, Jr.
                            President
                 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       Proposed
       Title of                        Maximum        Maximum
      Securities        Amount        Offering       Aggregate      Amount of
         to be           to be        Price Per      Offering     Registration
      Registered      Registered      Share (1)        Price           Fee
   -----------------------------------------------------------------------------
   Common Shares
   $1.00 par value  800,000 shares(2) $ 44.9375   $35,950,000       $ 12,397
   =============================================================================

(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 January 10, 1995.

(2)  In addition, this Registration Statement also covers an indeterminate
     amount of additional securities which may be issued under the above-
     referenced Plan pursuant to the anti-dilution provisions of such Plan.
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 Telephone and Data Systems, Inc. (the "Company" or the
"Registrant"), with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "1934 Act"), are incorporated by reference herein
and shall be deemed to be a part hereof:  

          1.   The Company's Annual Report on Form 10-K as
               amended by form 10-K/A-1 as filed on November
               9, 1994, for the year ended December 31,
               1993.

          2.   The Company's Quarterly Reports on Form 10-Q for
               the quarters ended March 31, June 30 and September
               30, 1994.

          3.   The Company's Current Reports on Form 8-K, dated
               January 19, February 7, March 30 and April 22,
               1994.

          4.   The description of the Common Shares, par value
               $1.00 per share ("Common Shares"), of the Company
               contained in the Company's Report on Form 8-A/A-2,
               dated December 20, 1994.

          All documents, subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the 1934 Act, prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and made
a part hereof from their respective dates of filing (such
documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").

          Any statement contained in an Incorporated Document
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.  

Item 4.   Description of Securities.
          -------------------------

          See Item 3.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          Certain legal matters relating to the securities
registered hereby will be addressed by Sidley & Austin, One First
National Plaza, Chicago, Illinois 60603.  The Company is
controlled by a voting trust.  Walter C.D. Carlson, a trustee and
beneficiary of the voting trust and a director of the Company and
certain subsidiaries of the Company, Michael G. Hron, the
Secretary of the Company and certain subsidiaries of the Company,
Stephen P. Fitzell, the Secretary of certain subsidiaries of the
Company, and Sherry S. Treston, the Assistant Secretary of
certain subsidiaries of the Company, are partners of Sidley &
Austin.

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

          The Iowa Business Corporation Act, as amended, provides
for indemnification of directors and officers in a variety of
circumstances, which may include liabilities under the 1933 Act. 
The Company's Bylaws provide for indemnification of the Company's
directors and officers (and those serving in such capacity with a
consolidated subsidiary or other entity at the request of the
Board of Directors of the Company) in the circumstances, and to
the extent, permitted by the Iowa Business Corporation Act, as
amended.

          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.

          Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers and
persons controlling the Company pursuant to the foregoing
provisions, or otherwise, the Company has been informed that in
the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

          Not Applicable. 

Item 8.   Exhibits.
          --------

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

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

          The Company hereby undertakes:

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

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

               (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;

                                -3-
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 12th day of
January, 1995.

                         TELEPHONE AND DATA SYSTEMS, INC.

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

          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 12th day
of January, 1995.

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

/s/LeRoy T. Carlson, Jr.           President and Director (Chief
- -----------------------------
LeRoy T. Carlson, Jr.              Executive Officer)

/s/Murray L. Swanson               Executive Vice President-Finance and
- -----------------------------      
Murray L. Swanson                  Director (Principal Financial
                                   Officer)

/s/Rudolph E. Hornacek             Director
- -----------------------------
Rudolph E. Hornacek

/s/James Barr III                  Director
- -----------------------------
James Barr III

/s/Lester O. Johnson               Director
- -----------------------------
Lester O. Johnson

/s/Donald C. Nebergall             Director
- -----------------------------
Donald C. Nebergall

/s/Herbert S. Wander               Director
- -----------------------------
Herbert S. Wander

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

/s/Donald R. Brown                 Director
- -----------------------------
Donald R. Brown

/s/Robert J. Collins               Director
- -----------------------------
Robert J. Collins

/s/Gregory J. Wilkinson            Vice President and Controller
- -----------------------------
Gregory J. Wilkinson               (Principal Accounting Officer)
EXHIBIT INDEX 

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

Exhibit
  No.               Description
- -------             -----------
4.1       Articles of Incorporation of the Company, as amended
          (Incorporated herein by reference to Exhibit 1 to the
          Company's Report on Form 8-A/A-2, dated December 20,
          1994)

4.2       Bylaws of the Company (Incorporated herein by reference
          to Exhibit 2 to the Company's Report on Form 8-A/A-2,
          dated December 20, 1994)

5         Opinion of Counsel

23.1      Consent of Independent Public Accountants

23.2      Consents of Independent Accountants

23.3      Consent of Counsel (contained in Exhibit 5)

99.1      Telephone and Data Systems, Inc. 1994 Long-Term
          Incentive Plan

99.2      Form of 1994 Long-Term Stock Option Agreement
          (Transferable Form)

99.3      Form of 1994 Long-Term Stock Option Agreement
          (Nontransferable Form)

99.4      Form of 1995 Performance Stock Option Agreement
          (Transferable Form)

99.5      Form of 1995 Performance Stock Option Agreement
          (Nontransferable Form)