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): December 1, 1997
                                                         ---------------- 

                        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)













Item 5.   Other Events.
          -------------   

         On December 1, 1997,  the Company  and its  subsidiary,  United  States
Cellular  Corporation  [AMEX:USM],  entered  into  an  agreement  with  AirTouch
Communications, Inc. [NYSE:ATI] to sell its cellular systems serving Seattle and
Olympia,  Washington;  Tucson, Arizona;  Duluth,  Minnesota;  and rural areas in
Arizona,  Colorado and Idaho in exchange for  approximately  5,000,000 shares of
AirTouch's common stock and approximately $50 million in cash.

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

Item 7.        Financial Statements and Exhibits
               ---------------------------------

         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:    December 3, 1997


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
- --------------                        ----------------------

     99                               News Release dated December 1, 1997










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