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 18, 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 18, 1997,  Telephone and Data Systems,  Inc.  ("TDS" or the
"Company")  today  announced  a corporate  restructuring  designed to unlock the
value of TDS's business units for shareholders.  The plan,  unanimously approved
by the TDS Board of  Directors,  would create three new classes of common stock,
commonly known as "Tracking  Stocks,"  which are intended to separately  reflect
the  performance  of  United  States  Cellular  Corporation  [AMEX:USM],  Aerial
Communications,  Inc. [NASDAQ:AERL] and TDS Telecommunications  Corporation, the
Company's cellular,  PCS and landline telephone  businesses,  respectively.  The
tracking  stocks  will be  created in  connection  with a change in the state of
incorporation  of the Company from Iowa to Delaware.  The plan will be submitted
for approval by shareholders at a special meeting in early 1998.

         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 18, 1997



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