FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): January 10, 1996


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


      Iowa                         1-8251                     36-2669023
  (State or other               (Commission                 (IRS Employer
  jurisdiction of               File Number)                Identification
  incorporation)                                                 No.)

   

   30 North LaSalle Street, Chicago, Illinois                     60602
   (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:  (312) 630-1900


                                 Not Applicable
          (Former name or former address, if changed since last report)


            The Exhibit Index is Located on Page 4 of 5 Total Pages.










Item 5.   Other Events.

         On January 10, 1996,  the Company  announced a proposal to transfer its
minority  ownership  interests  in certain  cellular  markets  to United  States
Cellular  Corporation for approximately  $116.7 million.  The minority interests
subject to the proposal represent approximately 675,000 population equivalents.

         This  Current  Report  on Form 8-K is being  filed for the  purpose  of
filing the news release issued by the Company  relating to such  announcement as
an exhibit.

Item 7.  Financial Statements and Exhibits

(c)      Exhibits

         The exhibits  accompanying  this report are listed in the  accompanying
Exhibit Index.




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                                                    SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereto duly authorized.




Telephone and Data Systems, Inc.
(Registrant)

Date:    January 11, 1996


By:  /s/ GREGORY J. WILKINSON
     ------------------------
Gregory J. Wilkinson
Vice President and Controller
(principal accounting officer)












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                                  EXHIBIT INDEX


Exhibit Number         Description of Exhibit        Sequentially Numbered Page

         99            News Release dated                        5
                       January 10, 1996



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