Exhibit 99.2

                  UNITED STATES CELLULAR REGISTERS
                  $200 MILLION OF CONVERTIBLE DEBT


        April 28, 1995, Chicago, Illinois - United States
   Cellular Corporation (AMEX symbol "USM") announced today that
   it has filed a registration statement with the Securities and
   Exchange Commission ("SEC") covering the sale of approximately
   $200 million net proceeds of zero coupon convertible debt
   (excluding the Underwriter's over-allotment option).  The net
   proceeds of the 20-year fixed-rate securities will be used to
   repay variable-rate borrowings from USM's parent company,
   Telephone and Data Systems, Inc. ("TDS").  Any additional net
   proceeds will be used for general corporate purposes.

        The convertible debt will be issued in the form of Liquid
   Yield Option{TM} Notes ("LYONs"{TM}) underwritten by Merrill Lynch
   & Co., Inc.

        Each LYON will be convertible at the option of the Holder
   at any time on or prior to maturity at a conversion rate to be
   determined at pricing.  Upon conversion, USM may elect to
   deliver its Common Shares or cash equal to the market value of
   the Common Shares into which the LYONs are convertible.

        Beginning five years after the date of issue, the LYONs
   may be redeemed at any time for cash at the option of USM at
   redemption prices equal to the issue price plus accrued
   Original Issue Discount through the date of redemption.

        On the fifth anniversary of the issue date, USM will
   purchase LYONs at the option of the Holder at the issue price
   plus accrued Original Issue Discount through that date.  USM
   will have the option of purchasing such LYONs with cash, USM
   Common Shares or TDS common equity securities, or any
   combination thereof.

        The registration statement relating to these securities
   has been filed with the SEC but has not yet become effective. 
   These securities may not be sold nor may offers to buy be
   accepted prior to the time the registration statement becomes
   effective.  This shall not constitute an offer to sell or the
   solicitation of an offer to buy nor shall there be any sale of
   these securities in any State in which such offer,
   solicitation or sale would be unlawful prior to registration
   or qualification under the securities laws of any such State.

        Headquartered in Chicago, USM manages and invests in
   cellular systems throughout the United States.  As of March
   31, 1995, USM owned or had rights to acquire interests
   representing 25.2 million population equivalents in 210
   markets.  At that date, USM managed operational systems
   serving 147 markets.

        For additional information, please contact Kenneth R.
   Meyers, Vice President - Finance and Chief Financial Officer,
   at (312) 399-8900.  Out-of-town media, please call collect.

   TM - Trademark of Merrill Lynch & Co., Inc.