Exhibit 99.2





FOR RELEASE:  IMMEDIATE               Contact:   Kenneth R. Meyers
                                                 Senior Vice President - Finance
                                                 (773) 399-8900

             UNITED STATES CELLULAR ANNOUNCES COMPLETION OF EXCHANGE
                          OF PROPERTIES WITH BELLSOUTH

November  3, 1997,  Chicago,  Illinois  -- United  States  Cellular  Corporation
[AMEX:USM]  announced  that  it has  completed  the  exchange  transaction  with
BellSouth  Corporation  ("BellSouth"),  pursuant to  agreements  entered into in
February 1997. USM acquired  controlling  interests in a 12-market  cluster that
provides  cellular service to most of Wisconsin and parts of northern  Illinois,
including  Milwaukee,  Madison,  Appleton,  Green Bay and Sheboygan,  as well as
Rockford, Illinois. Approximately 4.1 million people live in this service area.

In exchange for these  markets,  USM has  transferred to BellSouth a nine-market
cluster in southern Indiana and Kentucky,  a controlling  interest in one market
in  central  Tennessee,  investment  interests  in  nine  other  markets  and an
undisclosed  amount  of cash.  In  total,  USM  received  controlling  interests
representing  approximately  4.0  million  population  equivalents  ("pops")  in
exchange for controlling interests representing  approximately 2.0 million pops,
investment  interests  representing  approximately 1.1 million pops and the cash
mentioned previously.

H. Donald Nelson, USM President and Chief Executive Officer, commented, "We look
forward  to  capturing  the  synergies  of adding  markets  that serve over four
million people to our Midwest cluster.  In addition to serving nearly 90% of the
population of Wisconsin,  we now have a contiguous  service area of over 100,000
square  miles which  covers a  population  of nearly nine  million  people.  Our
expanded  service  areas  will  play an  important  role  as we seek to  improve
customer satisfaction in the face of increasing competition. We wish nothing but
the best for our  former  associates  in the  Indiana,  Kentucky  and  Tennessee
markets. Their contributions to our past successes will be missed."

Headquartered in Chicago, USM manages and invests in cellular systems throughout
the United States.  As of today, USM owns interests  representing  approximately
25.9 million pops,  making it the eighth largest cellular  telephone  company in
the United States based on pops. USM now manages operational systems serving 142
markets.


USM Internet Home Page:
http://www.uscc.com