EXHIBIT 99.1

                       UNITED STATES CELLULAR CORPORATION
                                 (the "Company")

           DESCRIPTION OF COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
                                  (the "Plan")

                           EFFECTIVE NOVEMBER 1, 1996
                                    * * * * *

                  The purpose of the Plan is to provide reasonable  compensation
to  non-employee  directors in connection  with their services to the Company in
order to induce qualified persons to become and serve as non-employee members of
the Company's Board of Directors.

                  The Plan was  approved  pursuant to the  authority  granted in
Section 12 of Article III of the  Company's  By-Laws,  which  provides that this
Board of Directors shall have the authority to establish reasonable compensation
of directors and that  directors may be reimbursed  their  expenses of attending
meetings of the Board of Directors.

                  The Plan provides that,  effective for the twelve month period
ending at the time of the Company's  1997 annual  meeting,  each director of the
Company who is not an employee of the Company, Telephone and Data Systems, Inc.,
American   Paging,    Inc.,   American   Portable   Telecom,    Inc.,   or   TDS
Telecommunications Corporation ("Affiliates") shall receive an annual director's
fee of $24,000  payable  immediately  prior to the Company's  Annual  Meeting of
Shareholders;  and that each  director  of the Company who is not an employee of
any Affiliate (hereinafter a "Non-employee  Director") shall continue to receive
a fee  of  $1,000,  plus  reimbursement  of  reasonable  out-of-pocket  expenses
incurred in connection with travel,  for attendance at each regularly  scheduled
or special meeting of the Board of Directors.

                  The Plan also provides that, effective as of November 1, 1996,
each Non-employee Director shall receive a fee of $750.00, plus reimbursement of
reasonable  out-of-pocket  expenses  incurred in  connection  with  travel,  for
attendance  at each meeting of the Audit  Committee,  Stock Option  Compensation
Committee,  or  other  committee  established  by  resolution  of the  Board  of
Directors.

                  The Plan  further  provides  that each  Non-employee  Director
shall be  entitled to elect to receive up to fifty  percent  (50%) of the annual
fee by the delivery of Common Shares of the Company  having a fair market value,
as hereinafter  defined,  as of the date of payment equal to such  percentage of
the annual fee.

                  Under the Plan, each  Non-employee  Director shall be entitled
to elect to receive up to thirty-three percent (33%) of each committee meeting's
fee by the delivery of Common  Shares of the Company  having a fair market value
as of the date of payment equal to such percentage of such fee

                  The Plan provides that the foregoing  elections  shall be made
in  writing  at  least  ten  business  days  prior  to  the  Annual  Meeting  of
Shareholders or the date of each committee meeting, as applicable.

                  Under the Plan,  for  purposes  of  determining  the number of
Common Shares deliverable in connection with any of the foregoing elections, the
fair market value of a Common Share of the Company shall be the average  closing
price of Common Shares of the Company as reported in the American Stock Exchange
Composite  Transactions  section of the Wall Street  Journal for the twenty (20)
trading  days  ending on the third  trading  day before  the  Annual  Meeting of
Shareholders or the date of the committee meeting, as applicable.

                  The Board of  Directors  of the  Company has  reserved  10,000
Common Shares of the Company for issuance pursuant to the Plan.