Exhibit 11
    
                         Telephone and Data Systems, Inc.
                     Computation of Earnings Per Common Share
                     (in thousands, except per share amounts)


   Three Months Ended September 30,                          1994        1993
   ---------------------------------------------------------------------------

   Primary Earnings
     Net Income                                            $17,623    $11,887
     Dividends on Preferred Shares                            (457)      (594)
                                                           -------    -------
     Net Income Available to Common                        $17,166    $11,293
                                                           =======    =======
     Minority Income Adjustment (1)                        $  (103)   $     -
                                                           =======    =======
   Primary Shares
     Weighted average number of Common and Series A
       Common Shares Outstanding                            53,601     48,018
     Additional shares assuming issuance of:
       Options and Stock Appreciation Rights                   170        270
       Convertible Preferred Shares                            469          -
       Common Shares Issuable                                   42          -
                                                           -------    -------
     Primary Shares                                         54,282     48,288
                                                           =======    =======

   Primary Earnings per Common Share                       $   .31    $   .23
                                                           =======    =======

   Fully Diluted Earnings*
     Net Income                                            $17,623    $11,887
     Dividends on Preferred Shares                            (394)      (594)
                                                           -------    -------
     Net Income Available to Common                        $17,229    $11,293
                                                           =======    =======
     Minority Income Adjustment (1)                        $  (104)   $     -
                                                           =======    =======
   Fully Diluted Shares
     Weighted average number of Common and Series A
       Common Shares Outstanding                            53,601     48,018
     Additional shares assuming issuance of:
       Options and Stock Appreciation Rights                   182        274
       Convertible Preferred Shares                            739          -
       Common Shares Issuable                                   42          -
                                                           -------    -------
     Fully Diluted Shares                                   54,564     48,292
                                                           =======    =======

   Fully Diluted Earnings per Common Share                 $   .31    $   .23
                                                           =======    =======

   *    This  calculation is submitted in  accordance with Securities  Act of
        1934   Release  No.  9083  although   not  required  by footnote 2 to
        paragraph 14 of APB Opinion No. 15 because it results  in dilution of
        less than 3%.

   (1)  The minority  income  adjustment, which   is deducted from net income
        before cumulative effect of accounting  changes applicable to Common,
        reflects the  additional  minority share  of  the subsidiary's income
        computed  as   if  all  of  the subsidiary's issuable securities were
        outstanding.

   
                                                                    Exhibit 11
    
                        Telephone and Data Systems, Inc.
                     Computation of Earnings Per Common Share
                     (in thousands, except per share amounts)


   Nine Months Ended September 30,                           1994        1993
   ---------------------------------------------------------------------------

   Primary Earnings
     Net Income before cumulative effect
       of accounting changes                               $42,167    $27,657
     Dividends on Preferred Shares                          (1,733)    (1,789)
                                                           -------    -------
     Net income before cumulative effect
       of accounting changes applicable
       to Common                                            40,434     25,868
     Cumulative effect of accounting changes                  (723)         -
                                                           -------    -------
     Net Income Available to Common                        $39,711    $25,868
                                                           =======    =======
     Minority Income Adjustment (1)                        $  (229)   $     -
                                                           =======    =======
   Primary Shares
     Weighted average number of Common and Series A
       Common Shares Outstanding                            52,860     46,064
     Additional shares assuming issuance of:
       Options and Stock Appreciation Rights                   183        275
       Convertible Preferred Shares                             38          -
       Common Shares Issuable                                   40          -
                                                           -------    -------
     Primary Shares                                         53,121     46,339
                                                           =======    =======
   Primary Earnings per Common Share
     Net Income before cumulative effect
       of accounting changes                               $   .75    $   .56
     Cumulative effect of accounting changes                  (.01)         -
                                                           -------    -------
     Net Income                                            $   .74    $   .56
                                                           =======    =======

   (1)  The minority  income   adjustment,  which is deducted from net income
        before cumulative effect of accounting changes  applicable to Common,
        reflects  the  additional  minority  share of the subsidiary's income
        computed  as  if  all  of  the  subsidiary's issuable securities were
        outstanding.

   
    
                        Telephone and Data Systems, Inc.
                     Computation of Earnings Per Common Share
                     (in thousands, except per share amounts)


   Nine Months Ended September 30,                           1994        1993
   ---------------------------------------------------------------------------


   Fully Diluted Earnings*
     Net Income before cumulative effect
       of accounting changes                               $42,167    $27,657
     Dividends on Preferred Shares                          (1,541)    (1,789)
                                                           -------    -------
     Net income before cumulative effect
       of accounting changes applicable
       to Common                                            40,626     25,868
     Cumulative effect of accounting changes                  (723)         -
                                                           -------    -------
     Net Income Available to Common                        $39,903    $25,868
                                                           =======    =======
     Minority Income Adjustment (1)                        $  (230)   $     -
                                                           =======    =======
   Fully Diluted Shares
     Weighted average number of Common and Series A
       Common Shares Outstanding                            52,860     46,064
     Additional shares assuming issuance of:
       Options and Stock Appreciation Rights                   193        308
       Convertible Preferred Shares                            309          -
       Common Shares Issuable                                   40          -
                                                           -------    -------
     Fully Diluted Shares                                   53,402     46,372
                                                           =======    =======
   Fully Diluted Earnings per Common Share
     Net Income before cumulative effect
       of accounting changes                               $   .75    $   .56
     Cumulative effect of accounting changes                  (.01)         -
                                                           -------    -------
     Net Income                                            $   .74    $   .56
                                                           =======    =======

   *    This  calculation is submitted  in accordance with Securities  Act of
        1934  Release   No. 9083  although   not  required  by footnote  2 to
        paragraph 14 of APB Opinion No. 15 because it results  in dilution of
        less than 3%.

   (1)  The minority  income   adjustment, which is deducted from net  income
        before  cumulative effect of accounting changes applicable to Common,
        reflects the  additional  minority  share  of the subsidiary's income
        computed as  if  all of  the  subsidiary's  issuable  securities were
        outstanding.