EXHIBIT 8
                                SIDLEY & AUSTIN
                            ONE FIRST NATIONAL PLAZA
                            CHICAGO, ILLINOIS 60603
                                 (312) 853-7000

                                 April 28, 1995

United States Cellular Corporation
Suite 700
8410 West Bryn Mawr
Chicago, Illinois 60631

Ladies and Gentlemen:

    Reference is made to the Registration Statement on Form S-3 to be filed with
the  Securities and  Exchange Commission  by United  States Cellular Corporation
(the "Company")  on  or  about  April  28, 1995,  and  to  the  prospectus  (the
"Prospectus")  included in such Registration  Statement relating to the issuance
of Liquid Yield Option Notes.

    We are counsel to  the Company. The statements  in the Prospectus under  the
heading  "Certain Tax Aspects," to the extent they constitute matters of federal
tax law  or  legal conclusions  with  respect  thereto, have  been  prepared  or
reviewed  by us and,  in our opinion,  are correct in  all material respects. We
hereby consent  to  the reference  to  this Firm  in  the Prospectus  under  the
headings  "Certain Tax Aspects"  and "Legal Matters"  and to the  filing of this
opinion as an exhibit to the Registration Statement. This opinion is rendered as
of the date hereof based on the law  and facts in existence on the date  hereof,
and  we do not undertake,  and hereby disclaim, any  obligation to advise you of
any changes in law or fact, whether or not material, which may be brought to our
attention at a later date.

    The Company is controlled  by Telephone and Data  Systems, Inc. ("TDS")  and
TDS  is  controlled  by a  voting  trust.  Walter C.D.  Carlson,  a  trustee and
beneficiary of the voting trust and a  director of TDS and the Company,  Michael
G.  Hron, the  Secretary of  TDS and  certain subsidiaries  of TDS,  Williams S.
DeCarlo, the Assistant Secretary  of TDS, Stephen P.  Fitzell, the Secretary  of
the  Company and certain other  subsidiaries of TDS, and  Sherry S. Treston, the
Assistant Secretary of the  Company and certain other  subsidiaries of TDS,  are
partners of this Firm.

                                          Very truly yours,

                                          Sidley & Austin