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 10, 1998
                                                         -----------------

                                 TDS CAPITAL II
                                 --------------
             (Exact name of registrant as specified in its charter)

   Delaware                    1-13853                      36-7208942
   --------                    -------                      ----------
(State or other              (Commission                  (IRS Employer
jurisdiction of              File Number)                Identification No.)
 incorporation)

     

   c/o Telephone and Data Systems, Inc.
   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)


                        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 February 10, 1998, TDS Capital II, a statutory business trust formed
under the laws of the State of Delaware  (the  "Trust"),  completed the issuance
and sale of 6,000,000 8.04% Trust Originated Preferred  Securities  (liquidation
amount $25 per Preferred  Securities)  fully and  unconditionally  guaranteed by
Telephone and Data Systems,  Inc., an Iowa corporation  (the "Company"),  to the
extent set forth in the Prospectus Supplement related to such issuance and sale.
This  Current  Report on Form 8-K is being  filed for the  purpose  of filing as
exhibits certain documents relating to such sale.

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.


By:  Telephone and Data Systems, Inc.
        As sponsor


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


By:  Telephone and Data Systems, Inc.


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


Date: April 28, 1998









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                                  EXHIBIT INDEX


     Exhibit Number        Description of Exhibit
     --------------        ----------------------

         4.1               Amended and Restated  Declaration of Trust,  dated as
                           of February  10, 1998,  by and among the Company,  as
                           Sponsor,  the  Trust,  The  First  National  Bank  of
                           Chicago, as Property Trustee,  First Chicago Delaware
                           Inc.,  as Delaware  Trustee  and the Regular  Trustee
                           named therein.

         4.2               Preferred Securities Guarantee Agreement, dated as of
                           February 10, 1998,  by and among the  Company and The
                           First National Bank of Chicago,  as Guarantee Trustee
                           for the  benefit of the  holders  of Trust  Preferred
                           Securities of the Trust.

         4.3               Second Supplemental  Indenture,  dated as of February
                           10,  1998,  by and  among the  Company  and The First
                           National Bank of Chicago, as Debt Trustee.

























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