8-A12B

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

TELEPHONE AND DATA SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware	36-2669023
(State of Incorporation or Organization)	(IRS Employer Identification no.)

30 North LaSalle Street
Chicago, Illinois 60602
(Address of Principal Executive Offices) (Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.    If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.   

SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER
TO WHICH THIS FORM RELATES:                   N/A   

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class to be so Registered	Name of Each Exchange on Which Each Class is to be Registered
Special Common shares, par value $0.01	American Stock Exchange

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

None.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant's Securities to be Registered.

        A description (the “Description”) of the Registrant’s Special Common Shares, par value $0.01 per share, appearing under the caption “Proposal 1 – Special Common Share Proposal” in the Registrant’s Proxy Statement dated March 14, 2005, is incorporated herein by reference. Any subsequent amendment or any report filed for the purpose of updating the Description is deemed to be incorporated herein by reference.

Item 2. Exhibits.

Exhibit
Number Description of Exhibit

1. Restated Certificate of Incorporation of the Registrant, as amended, filed as Exhibit 3.1 to the Registrant’s report on Form 8-A/A filed on July 10, 1998, is incorporated by reference herein.

2. Certificate of Amendment to Restated Certificate of Incorporation of the Registrant filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, is incorporated by reference herein.

3. Certificate of Amendment to Restated Certificate of Incorporation of the Registrant in the form attached hereto as Exhibit 3.

4. Restated Bylaws, as amended, filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, are incorporated by reference herein.

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SIGNATURE

        Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

TELEPHONE AND DATA SYSTEMS, INC.

Date: April 11, 2005	By:	/s/ D. Michael Jack
		Name:  D. Michael Jack Title:  Senior Vice President and Corporate Controller

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Exhibit Index

Exhibit
Number Description of Exhibit

1. Restated Certificate of Incorporation of the Registrant, as amended, filed as Exhibit 3.1 to the Registrant’s report on Form 8-A/A filed on July 10, 1998, is incorporated by reference herein.

2. Certificate of Amendment to Restated Certificate of Incorporation of the Registrant filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, is incorporated by reference herein.

3. Certificate of Amendment to Restated Certificate of Incorporation of the Registrant in the form attached hereto as Exhibit 3.

4. Restated Bylaws, as amended, filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, are incorporated by reference herein.

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EX-3.(I)

EXHIBIT 3

CERTIFICATE OF AMENDMENT

TO

RESTATED CERTIFICATE OF INCORPORATION

OF

TELEPHONE AND DATA SYSTEMS, INC.

        TELEPHONE AND DATA SYSTEMS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

        FIRST: That the board of directors by majority vote, at a meeting duly called at which a quorum was present, adopted a resolution declaring advisable and approving an amendment to the Restated Certificate of Incorporation, which is attached hereto as ANNEX I.

        SECOND: Pursuant to Section 242 of the General Corporation Law of the State of Delaware, the amendment attached hereto as ANNEX I was duly approved by the shareholders of the Corporation at a meeting duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware.

        THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

        IN WITNESS WHEREOF, Telephone and Data Systems, Inc. has caused this certificate to be signed by its President this 11th day of April, 2005.

TELEPHONE AND DATA SYSTEMS, INC.

By:	/s/ LeRoy T. Carlson, Jr.
	LeRoy T. Carlson, Jr. President and Chief Executive Officer

ANNEX I

AMENDMENT

TO

RESTATED CERTIFICATE OF INCORPORATION

OF

TELEPHONE AND DATA SYSTEMS, INC.

        Paragraph A.1 of Article IV of the Restated Certificate of Incorporation, as amended, of Telephone and Data Systems, Inc. is hereby amended in its entirety to read as follows:

        1.            Subject to paragraph 3 of this Section A and Section B.1, the aggregate number of shares of capital stock which the Corporation is authorized to issue is 620,000,000 shares, and the designation of each class or series, the number of shares of each class or series and the par value of the shares of each class or series, are as follows:

Class	Series	No. of Shares	Par Value
Common Shares Series A Common Shares Special Common Shares United States Cellular Group Common Shares TDS Telecommunications Group Common Shares Aerial Communications Group Common Shares Undesignated Shares Preferred Shares	None None None None None None See Section B.1 See below	100,000,000     25,000,000     165,000,000     140,000,000     90,000,000     95,000,000     4,720,599     279,401	$.01 per share $.01 per share $.01 per share $.01 per share $.01 par value $.01 par value $.01 par value $.01 par value

        The following series of Preferred Shares Originally Issued by TDS Iowa (as defined in Section B.19 of this Article IV) before October 31, 1981 are referred to as the “Pre-81 Preferred Shares.”

Series	No. of Shares
A B D G	1,395 1,955    646 1,368

H
N 1,188
2,347

        The following series of Preferred Shares Originally Issued by TDS Iowa after October 31, 1981 are referred to as the “Post-81 Preferred Shares.”

Series	No. of Shares
O S U BB DD EE GG II JJ KK LL QQ SS TT	629     1,209     1,100   18,500   42,540      8,291   26,919     3,746     1,310     1,403     1,487     8,368 125,000   30,000