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 23, 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 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 December 23,  1997,  Telephone  and Data  Systems,  Inc.  [AMEX:TDS]
announced that it has entered into a definitive  agreement with TSR Paging, Inc.
("TSR") to combine their respective  paging  businesses.  Under the terms of the
agreement,  TDS proposes to  negotiate  and enter into a merger  agreement  with
American Paging, Inc. [AMEX:APP], pursuant to which a wholly owned subsidiary of
TDS would  acquire all of the issued and  outstanding  stock of APP not owned by
TDS for cash in an amount equal to $2.25 per APP share. Upon consummation of the
merger  in  accordance  with  the  merger   agreement,   TDS  would   contribute
substantially all of the assets and certain, limited liabilities of APP, and TSR
would  contribute  all of its  assets  and  liabilities  to a limited  liability
company called TSR Wireless, LLC. The new company would not assume approximately
$170  million  of debt  owed by APP to TDS.  The  asset  contribution  agreement
provides that, subject to adjustment,  TDS will have a 30% interest and TSR will
have a 70% interest in the new company.

         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:    December 29, 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 23, 1997



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