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): February 20, 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 No.)
    incorporation)



   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  February  20,  1996,  the  Company  announced  that its  subsidiary
American  Portable  Telecom,  Inc.  filed  a  registration  statement  with  the
Securities and Exchange  Commission  covering an initial public offering of 11.0
million Common Shares.

         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:    February 23, 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
                             February 20, 1996














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