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): March 24, 1998
                                                          --------------      

                        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)













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

         On March 24, 1998,  Telephone and Data Systems,  Inc. (the "Company" or
"TDS") announced the filing of a registration  statement with the Securities and
Exchange Commission for an offering of its TDS  Telecommunications  Group Common
Shares,  a class of  common  stock  of TDS,  after  it has  reincorporated  into
Delaware,  which will track the performance of the TDS Telecom Group. The filing
of this registration statement for TDS Telecommunications Group Common Shares is
one  step  in the  previously  announced  restructuring  by TDS  which  includes
creating three new classes of common stock, commonly known as "Tracking Stocks".
The tracking  stocks will be created in connection with a change in the state of
incorporation of the Company from Iowa to Delaware.

         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
         ---------------------------------     
         
         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:    March 25, 1998


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 March 24, 1998



   










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