EXHIBIT 10.7(c)

                                 AMENDMENT NO. 2
                                       TO
                        TELEPHONE AND DATA SYSTEMS, INC.

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


          Section 6.4 of the Plan is hereby amended by adding thereto:

               An acceptable method by which a Participant may pay the
               Option Price shall include, but is not limited to,
               authorizing the Company to retain from the Common
               Shares purchased upon the exercise of an Option that
               number of whole Common Shares having an aggregate Fair
               Market Value on the date of exercise equal to the
               Option Price.


          Section 6.6 of the Plan is hereby amended by adding thereto:


               A Participant may elect to deliver to the Company
               (or authorize the Company to retain from the
               Common Shares purchased upon such exercise) whole
               Common Shares to satisfy the Company's obligation,
               if any, to withhold such taxes;  provided,
               however, that in the case of a Participant who is
               an officer or director of the Company (within the
               meaning of Section 16 of the Securities Act of
               1934), such election may not be made during the
               six-month period beginning on the date that an
               Option is granted (except in the case of the death
               or disability of the Participant) and must be made
               either (i) at least six months prior to the date
               on which the amount of such taxes is determined,
               or (ii) during the ten business day period
               beginning on the third business day following
               release of the Company's quarterly or annual
               summary of sales and earnings.