As filed with the Securities and Exchange on March 25, 1997

                                                     Registration No. 333-


                       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.
                  Compensation Plan for Non-Employee Directors
                            (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

================================================================================

Title of                          Proposed         Proposed        Amount
Securities      Amount            Maximum          Maximum         of 
to be           to be             Offering Price   Aggregate       Registration
Registered      Registered        Per Share(1)     Offering Price  Fee

Common Shares,
$1.00 par value 15,000 shares(2)     $40.31         $604,650        $183.24
=============== ================ ================ =============== ==============

(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 March 21,  1997  pursuant  to Rule  457(c)  under  the
         Securities Act of 1933.

(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 and,  if  interests  in the  above-referenced  Plan are  deemed to
         constitute  separate  securities,  pursuant  to Rule  416(c)  under the
         Securities Act of 1933, this registration statement shall also cover an
         indeterminate amount of interests to be offered or sold pursuant to the
         above-referenced Plan.




<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.





















                                       -2-

<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, for the 
                           year ended December 31, 1996;

                  2.       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; and

                  3.       All other reports filed by the Company pursuant to 
                           Section 13(a) and 15(d) of the 1934 Act since 
                           December 31, 1996.

                  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,  William S. DeCarlo, the
Assistant  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.



                                       -3-

<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.  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 

                                      -4-

<PAGE>     
                                     
                                    the aggregate, the changes in volume and 
                                    price represent no more than 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 with or furnished
                           to the Commission 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.

                                       -5-

<PAGE>



                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Chicago,  State of Illinois, on the 25th day of
March, 1997.

                                     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 25th day of March, 1997.

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

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

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

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

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

 /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/Letitia G.C. Carlson            Director
----------------------------
Letitia G.C. Carlson

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

 /s/George W. Off                   Director
----------------------------
George W. Off

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




                                       -6-

<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            Consent of Counsel (contained in Exhibit 5)

           99.1            Description of Compensation Plan for Non-Employee 
                           Directors of Telephone and Data Systems, Inc.

                                       -7-

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20434}]
{"company-data": {"conformed-name": "TELEPHONE & DATA SYSTEMS INC", "cik": "0000096966", "assigned-sic": "4812", "irs-number": "362669023", "state-of-incorporation": "IA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23947", "film-number": "97562939"}, "business-address": {"street1": "30 NORTH LASALLE STREET SUITE 400", "city": "CHICAGO", "state": "IL", "zip": "60602", "phone": "6088288324"}, "mail-address": {"street1": "30 NORTH LASALLE STREE SUITE 400", "city": "CHICAGO", "state": "IL", "zip": "60602"}, "former-company": [{"former-conformed-name": "TELEPHONE SYSTEMS INC STOCK OPTION PLANS", "date-changed": "19741118"}, {"former-conformed-name": "TELEPHONE SYSTEMS INC", "date-changed": "19740509"}]}
As filed with the Securities and Exchange on March 25, 1997

                                                     Registration No. 333-

                       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.
                  Compensation Plan for Non-Employee Directors
                            (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

================================================================================

Title of                          Proposed         Proposed        Amount
Securities      Amount            Maximum          Maximum         of 
to be           to be             Offering Price   Aggregate       Registration
Registered      Registered        Per Share(1)     Offering Price  Fee

Common Shares,
$1.00 par value 15,000 shares(2)     $40.31         $604,650        $183.24
=============== ================ ================ =============== ==============

(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 March 21,  1997  pursuant  to Rule  457(c)  under  the
         Securities Act of 1933.

(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 and,  if  interests  in the  above-referenced  Plan are  deemed to
         constitute  separate  securities,  pursuant  to Rule  416(c)  under the
         Securities Act of 1933, this registration statement shall also cover an
         indeterminate amount of interests to be offered or sold pursuant to the
         above-referenced Plan.
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.

                                       -2-
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, for the 
                           year ended December 31, 1996;

                  2.       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; and

                  3.       All other reports filed by the Company pursuant to 
                           Section 13(a) and 15(d) of the 1934 Act since 
                           December 31, 1996.

                  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,  William S. DeCarlo, the
Assistant  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.

                                       -3-
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.  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 

                                      -4-
the aggregate, the changes in volume and 
                                    price represent no more than 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 with or furnished
                           to the Commission 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.

                                       -5-
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Chicago,  State of Illinois, on the 25th day of
March, 1997.

                                     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 25th day of March, 1997.

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

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

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

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

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

 /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/Letitia G.C. Carlson            Director
----------------------------
Letitia G.C. Carlson

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

 /s/George W. Off                   Director
----------------------------
George W. Off

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

                                       -6-
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            Consent of Counsel (contained in Exhibit 5)

           99.1            Description of Compensation Plan for Non-Employee 
                           Directors of Telephone and Data Systems, Inc.

                                       -7-