EXHIBIT 10.7(b)

                                 AMENDMENT NO. 1
                                       TO
                        TELEPHONE AND DATA SYSTEMS, INC.

              1988 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
              ----------------------------------------------------


          The Plan is amended as follows to include:

          "4(d) Cessation of Employment by Retirement.  If a
          Participant retires from the Company after having reached
          the age of 65, each Option or SAR held by the Participant
          shall be exercisable for a period of 90 days after the
          effective date of the retirement and only to the extent that
          such Option or SAR could have been exercised on such date;
          provided, however, that if such Participant shall die within
          such 90 day period, each such Option or SAR shall be
          exercisable (to the same extent) by the person to whom the
          Participant's rights under such Option or SAR shall pass by
          will or by the applicable laws of descent and distribution
          for a period ending 180 days after the effective date of
          such Participants' resignation."

          Existing Paragraph 4(d) is amended to become Paragraph 4(d) and
Paragraph 4(e) is amended to become 4(f).