8-K

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): April 26, 2005

TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other
jurisdiction of
incorporation) 001-14157
(Commission
File Number) 36-2669023
(IRS Employer
Identification No.)

     30 North LaSalle Street, Suite 4000, Chicago, Illinois     
         (Address of principal executive offices)    60602   
(Zip Code)

Registrant's telephone number, including area code: (312) 630-1900

  Not Applicable  
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

        On April 27, 2005, Telephone and Data Systems, Inc. issued a news release announcing its earnings for the first quarter of 2005. A copy of the news release is attached hereto as Exhibit 99.1. Attached as Exhibit 99.3 is a safe harbor cautionary statement under the Private Securities Litigation Reform Act of 1995.

        The information in this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 8.01. Other Events

        On April 26, 2005, Telephone and Data Systems, Inc. issued a news release announcing certain matters relating to the stock dividend of Special Common Shares. A copy of the news release is attached hereto as Exhibit 99.2.

        Sandra L. Helton, executive vice president and CFO of Telephone and Data Systems, Inc., plans to enter into a 10b5-1 sales plan with J.P. Morgan Securities Inc to sell TDS common (TDS) and TDS special common shares (TDS.S) commencing June 2005. The purpose of the sales plan is to achieve broader diversification of investments while reducing the risk of over concentration in a particular investment. The plan will be effective April 28, 2005.

        A 10b5-1 plan is designed to permit officers and directors to plan securities transactions in advance when they are not aware of material nonpublic information or subject to a company-imposed blackout period, and then carry out those pre-planned transactions at a later time, even if they later become aware of material nonpublic information and/or become subject to a company-imposed blackout period. A 10b5-1 plan must either specify (including by formula) the amount, pricing and timing of transactions in advance or delegate discretion on those matters to an independent third party. During the term of the plan, the officer or director may not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. As transactions are executed in the future under the plan, they will be disclosed in accordance with applicable U.S. federal securities laws. Except as may be required by law, the Company does not undertake to report future plans by officers or directors of the Company nor to report modifications, terminations, transactions or other activities under any 10b5-1 plan or any such future plans.

Item 9.01. Financial Statements and Exhibits

(c)       Exhibits:

        In accordance with the provisions of Item 601 of Regulation S-K, any Exhibits filed herewith are set forth on the Exhibit Index attached hereto.

2

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: April 27, 2005

By:	/s/ D. Michael Jack
	D. Michael Jack
	Senior Vice President and Corporate Controller (Principal Accounting Officer)

3

EXHIBIT INDEX

The following exhibits are filed herewith as noted below.

Exhibit Number	Description of Exhibit
99.1	Telephone and Data Systems, Inc.'s news release, dated April 27, 2005, announcing earnings for the first quarter of 2005.
99.2	Telephone and Data Systems, Inc.'s news release, dated April 26, 2005 regarding certain matters relating to the stock dividend of Special Common Shares
99.3	Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

4

EX-99

As previously announced, TDS and its subsidiaries will hold a joint teleconference April 27, 2005, at 10:00 a.m. Chicago time. Interested parties may listen to the call live over the Internet by accessing the conference call page of the Investor Relations section in www.teldta.com .

Contact:  Mark A. Steinkrauss, Vice President, Corporate Relations
                (312) 592-5384 mark.steinkrauss@teldta.com

                Julie D. Mathews, Manager, Investor Relations
                (312) 592-5341 julie.mathews@teldta.com

FOR RELEASE: IMMEDIATE

TDS REPORTS FIRST QUARTER OPERATING RESULTS

CHICAGO – April 27, 2005 – Telephone and Data Systems, Inc. [AMEX:TDS] reported operating revenues of $928.2 million for the first quarter of 2005, up 7% from $870.5 million in the comparable period a year ago. Operating income was $75.4 million in the first quarter compared to operating income of $73.2 million in the first quarter of 2004. Net income available to common and diluted earnings per share for first quarter 2005 were $20.5 million and $0.35, respectively. In the first quarter 2004, net income available to common and diluted earnings per share were $19.7 million and $0.34, respectively.

President’s Comments

“TDS started 2005 with solid first-quarter results,” said LeRoy T. Carlson, Jr., president and chief executive officer. “U.S. Cellular continued to achieve strong customer growth in the quarter, with net new customer additions of 182,000. Much of this growth is due to the company’s intense focus on customer satisfaction. A satisfied customer stays with us and is inclined to recommend U.S. Cellular service to family and friends, the best form of advertising there is.

“Data revenues of $29 million were also strong, continuing the trend we saw throughout 2004. With its wireless network upgrade to CDMA 1X complete, U.S. Cellular now offers a larger number of applications to its expanding customer base, which should continue to drive data revenues in 2005. The strong customer growth in 2004 and the first quarter coupled with robust data revenue growth, resulted in U.S. Cellular operating revenue growth of 7.7% in the quarter.

“Operating revenues at TDS Telecom’s ILEC operations grew 1.7% in the quarter, and the number of access equivalents increased by 1.6%, solid performance for this industry sector. Strong sales of DSL (digital subscriber lines) and long distance services at the company’s ILEC operations contributed to revenue growth. Year-over-year growth in the number of ILEC DSL lines was 81%, as TDS Telecom made continued progress toward its goal of being the preferred broadband provider in the markets it serves.

“CLEC revenue growth was 8.2% and access line equivalents grew an impressive 15.6% in the quarter. These are strong results given regulatory and competitive pressures for the CLEC operation. We were also pleased to see DSL growth of 39% in the quarter. Combined ILEC and CLEC DSL lines in service at TDS Telecom now total approximately 81,000.”

As previously announced, TDS and its subsidiaries will hold a joint teleconference April 27, 2005, at 10:00 a.m. Chicago time. Interested parties may listen to the call live over the Internet by accessing http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=67422&eventID=1054136 or the conference call page of the Investor Relations section of www.teldta.com. Or connect by telephone at 888/245-6674 with a pass code of 5585317. The conference call will be archived on the conference call section of the TDS web site at www.teldta.com. Prior to the start of the call, certain financial and statistical information discussed during the conference call comments will be posted to the web site, together with reconciliations to generally accepted accounting principles (GAAP) of any non-GAAP information to be disclosed. Investors may access this additional information on the conference call page of the Investor Relations section of the TDS web site.

TDS, a FORTUNE 500 company, is a diversified telecommunications corporation founded in 1969. Through its strategic business units, U.S. Cellular and TDS Telecom, TDS operates primarily by providing wireless, local telephone and broadband services. TDS builds value for its shareholders by providing excellent communications services in growing, closely related segments of the telecommunications industry. As of March 31, 2005, the company employed 11,500 people and served 6.3 million customers/units in 36 states.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: All information set forth in this news release, except historical and factual information, represents forward-looking statements. This includes all statements about the company’s plans, beliefs, estimates and expectations. These statements are based on current estimates and projections, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Important factors that may affect these forward-looking statements include, but are not limited to: changes in circumstances or events that may affect the ability of USM to launch the operations of the licensed areas involved in the AT&T Wireless transaction completed in August 2003; the ability of U.S. Cellular to successfully manage and grow the operations of the Chicago MTA and newly launched markets; changes in the overall economy; changes in competition in the markets in which U.S. Cellular and TDS Telecom operate; changes due to industry consolidation; advances in telecommunications technology, including Voice over Internet Protocol; the impact of local number portability; changes to access and pricing of unbundled network elements; changes in the telecommunications regulatory environment; changes in the value of investments, including variable prepaid forward contracts; an adverse change in the ratings afforded TDS and U.S. Cellular debt securities by nationally accredited ratings organizations; pending and future litigation; acquisitions/divestitures of properties and/or licenses; and changes in customer growth rates, average monthly service revenue per unit, churn rates, roaming rates and the mix of products and services offered in U.S. Cellular and TDS Telecom markets. Investors are encouraged to consider these and other risks and uncertainties that are discussed in the Form 8-K used by TDS to furnish this press release to the Securities and Exchange Commission, which are incorporated by reference herein.

For more information about TDS and its subsidiaries, visit the web sites at:

TDS: www.teldta.com	TDS Telecom: www.tdstelecom.com
USM: www.uscellular.com	TDS Metrocom www.tdsmetro.com

2

TELEPHONE AND DATA SYSTEMS, INC.
SUMMARY OPERATING DATA

Quarter Ended		3/31/2005			12/31/2004			9/30/2004			6/30/2004			3/31/2004
U.S. Cellular:
Consolidated Markets:
Total population (000s) (1)		44,576			44,391			45,581			45,581			45,581
All customers -
Customer units		5,127,000			4,945,000			4,828,000			4,684,000			4,547,000
Gross customer unit activations		426,000			408,000			387,000			365,000			397,000
Net customer unit activations		182,000			150,000			144,000			137,000			196,000
Market penetration (1)		11.50	%		11.14	%		10.59	%		10.28	%		9.98	%
Retail customers -
Customer units		4,601,000			4,478,000			4,395,000			4,284,000			4,180,000
Gross customer unit activations		365,000			358,000			354,000			328,000			345,000
Net customer unit activations		123,000			105,000			111,000			104,000			144,000
Cell sites in service		4,899			4,856			4,713			4,420			4,122
Average monthly revenue per unit (2)	$	44.28		$	46.12		$	48.49		$	47.79		$	46.16
Retail service revenue per unit (2)	$	39.04		$	40.55		$	41.51		$	41.58		$	40.26
Inbound roaming revenue per unit (2)	$	1.98		$	2.47		$	3.39		$	3.21		$	3.17
Long-distance/other revenue per unit (2)	$	3.26		$	3.10		$	3.59		$	3.00		$	2.73
Minutes of use (MOU) (3)		584			568			553			542			491
Postpay churn rate per month (4)		1.5	%		1.6	%		1.6	%		1.5	%		1.3	%
Marketing cost per gross
customer unit addition (5)	$	394		$	442		$	410		$	392		$	371
Construction Expenditures (000s)	$	112,243		$	260,358		$	131,648		$	162,579		$	100,535

(1) Market penetration is calculated using 2004 Claritas population estimates for 3/31/05 and 2003 Claritas estimates for all periods of 2004. "Total population" represents the total population of each of U.S. Cellular's consolidated markets, regardless of whether the market has begun marketing operations. The 12/31/04 total population counts exclude the population of the two markets sold to ALLTEL in November 2004. The 9/30/04, 6/30/04 and 3/31/04 total population counts include the population of the market added to consolidated operations as of 1/1/04, but exclude the population of the six markets sold to AT&T Wireless (now Cingular Wireless) in February 2004. The population of markets in which U.S. Cellular has deferred the transfer of licenses from AT&T Wireless (now Cingular Wireless) are not included in the total population counts for any period.

(2) Per unit revenue measurements are derived from Service Revenues as reported in Financial Highlights for each respective quarter as follows:

Service Revenues per Financial Highlights	$	668,792	$	673,223	$	691,964	$	662,658	$	619,382
Components:
Retail service revenue during quarter	$	589,674	$	591,972	$	592,411	$	576,541	$	540,228
Inbound roaming revenue during quarter	$	29,883	$	36,027	$	48,402	$	44,516	$	42,499
Long-distance/other revenue during quarter	$	49,235	$	45,224	$	51,151	$	41,601	$	36,655
Divided by average customers          during quarter (000s)		5,035		4,866		4,757		4,622		4,473
Divided by three months in each quarter		3		3		3		3		3
Retail service revenue per unit	$	39.04	$	40.55	$	41.51	$	41.58	$	40.26
Inbound roaming revenue per unit	$	1.98	$	2.47	$	3.39	$	3.21	$	3.17
Long-distance/other revenue per unit	$	3.26	$	3.10	$	3.59	$	3.00	$	2.73
Average monthly revenue per unit	$	44.28	$	46.12	$	48.49	$	47.79	$	46.16

(3) Average monthly local minutes of use per customer (without roaming).

(4) Postpay churn rate per month is calculated by dividing the average monthly postpay customer disconnects during the quarter by the average postpay customer base for the quarter.

(5) Due to changes in accounting for agent rebates and net customer retention expenses, for all periods shown this measurement is no longer calculable using information from the financial statements as reported. The details of this calculation and a reconciliation to line items reported in Financial Highlights for each respective quarter are shown on U.S. Cellular's web site, along with additional information related to U.S. Cellular's fourth quarter results, at www.uscellular.com.

3

TELEPHONE AND DATA SYSTEMS, INC.
SUMMARY OPERATING DATA

Quarter Ended		3/31/2005			12/31/2004			9/30/2004			6/30/2004			3/31/2004
TDS Telecom
ILEC:
Access line equivalents (1)		734,000			730,400			725,500			725,600			722,400
Access lines		649,300			652,300			658,200			660,400			660,900
Dial-up Internet service accounts		98,200			101,300			104,800			112,100			113,600
Digital Subscriber Lines (DSL) customers		49,300			41,900			33,000			31,500			27,300
Long Distance customers		302,400			295,000			289,000			280,900			266,300
Construction Expenditures (000s)	$	16,142		$	26,921		$	31,571		$	26,961		$	17,616
CLEC:
Access line equivalents (1)		438,000			426,800			412,500			395,600			378,800
Dial-up Internet service accounts		17,100			18,200			19,100			20,300			21,600
Percent of access lines on-switch		88.8	%		87.9	%		86.8	%		85.7	%		84.5	%
Digital Subscriber Lines (DSL) customers		31,600			29,000			27,000			25,000			22,700
Construction Expenditures (000s)	$	4,214		$	12,928		$	7,198		$	8,596		$	6,456

(1) Access line equivalents are derived by converting high capacity data lines to the estimated capacity of one switched access line.

4

TELEPHONE AND DATA SYSTEMS, INC.
FINANCIAL HIGHLIGHTS
Three Months Ended March 31,
(Unaudited, dollars in thousands, except per share amounts)

							Increase (Decrease)
	2005			2004			Amount			Percent
Operating Revenues
U.S. Cellular	$	708,435		$	657,650		$	50,785			7.7%
TDS Telecom		219,731			212,862			6,869			3.2%
		928,166			870,512			57,654			6.6%
Operating Expenses
U.S. Cellular
Expenses excluding depreciation, amortization and accretion		544,948			515,617			29,331			5.7%
Depreciation, amortization and accretion		127,250			113,894			13,356			11.7%
(Gain) loss on assets held for sale		—			(143	)		143			N/M
		672,198			629,368			42,830			6.8%
TDS Telecom
Expenses excluding depreciation and amortization		138,961			126,419			12,542			9.9%
Depreciation and amortization		41,567			41,558			9			0.0%
		180,528			167,977			12,551			7.5%
Total Operating Expenses		852,726			797,345			55,381			6.9%
Operating Income
U.S. Cellular		36,237			28,282			7,955			28.1%
TDS Telecom		39,203			44,885			(5,682	)		(12.7%)
		75,440			73,167			2,273			3.1%
Investment and Other Income (Expense)
Investment income		14,233			14,630			(397	)		(2.7%)
Interest and dividend income		7,819			2,896			4,923			170.0%
Gain on investments		500			—			500			N/M
Interest expense		(51,856	)		(46,821	)		(5,035	)		(10.8%)
Other income (expense), net		(4,193	)		(527	)		(3,666	)		N/M
		(33,497	)		(29,822	)		(3,675	)		(12.3%)
Income Before Income Taxes and Minority Interest		41,943			43,345			(1,402	)		(3.2%)
Income tax expense		16,148			20,105			(3,957	)		(19.7%)
Income Before Minority Interest		25,795			23,240			2,555			11.0%
Minority share of income		(5,250	)		(3,508	)		(1,742	)		(49.7%)
Net Income		20,545			19,732			813			4.1%
Preferred dividend requirement		(50	)		(50	)		—			N/M
Net Income Available to Common	$	20,495		$	19,682		$	813			4.1%
Basic Weighted Average Common Shares Outstanding (000s)		57,500			57,168			332			0.6%
Basic Earnings Per Share	$	0.36		$	0.34		$	0.02			5.9%
Diluted Weighted Average Common Shares Outstanding (000s)		57,823			57,424			399			0.7%
Diluted Earnings Per Share	$	0.35		$	0.34		$	0.01			2.9%

N/M - - Percentage change not meaningful

5

TELEPHONE AND DATA SYSTEMS, INC.
CONSOLIDATED BALANCE SHEET HIGHLIGHTS
(Unaudited, dollars in thousands)

ASSETS

	March 31, 2005		December 31, 2004
Current Assets
Cash and cash equivalents	$	1,155,431	$	1,168,581
Accounts receivable from customers and other		421,212		440,075
Deferred income tax asset		32,679		36,040
Materials and supplies, at average cost		83,020		91,556
Other current assets		61,548		73,965
		1,753,890		1,810,217
Investments
Licenses		1,358,725		1,228,801
Goodwill		823,249		823,259
Customer lists		22,615		24,915
Marketable equity securities		3,042,028		3,398,804
Investments in unconsolidated entities		220,553		206,763
Other investments		22,397		23,039
		5,489,567		5,705,581
Property, Plant and Equipment, net
U.S. Cellular		2,428,470		2,439,719
TDS Telecom		928,851		945,762
		3,357,321		3,385,481
Other Assets and Deferred Charges		91,340		92,562
	$	10,692,118	$	10,993,841

6a

TELEPHONE AND DATA SYSTEMS, INC.
CONSOLIDATED BALANCE SHEET HIGHLIGHTS
(Unaudited, dollars in thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY

	March 31, 2005			December 31, 2004
Current Liabilities
Current portion of long-term debt	$	15,106		$	38,787
Notes payable		135,000			30,000
Accounts payable		256,840			323,256
Customer deposits and deferred revenues		122,952			119,380
Accrued taxes		93,016			76,266
Accrued compensation		42,006			71,707
Other current liabilities		83,570			81,927
		748,490			741,323
Deferred Liabilities and Credits
Net deferred income tax liability		1,458,205			1,466,649
Derivative liability		863,530			1,210,500
Other deferred liabilities and credits		222,454			217,208
		2,544,189			2,894,357
Long-term Debt
Long-term debt, excluding current portion		1,987,229			1,974,599
Forward contracts		1,693,981			1,689,644
		3,681,210			3,664,243
Minority Interest in Subsidiaries		511,992			499,306
Preferred Shares		3,864			3,864
Common Stockholders' Equity
Common Shares, $.01 par value		564			564
Series A Common Shares, $.01 par value		64			64
Capital in excess of par value		1,819,710			1,823,161
Treasury Shares, at cost		(439,038	)		(449,173	)
Accumulated other comprehensive income		368,022			373,505
Retained earnings		1,453,051			1,442,627
		3,202,373			3,190,748
	$	10,692,118		$	10,993,841

6b

BALANCE SHEET HIGHLIGHTS
MARCH 31, 2005
(Unaudited, dollars in thousands)

	U.S. Cellular		TDS Telecom		TDS Corporate & Other		Intercompany Eliminations			TDS Consolidated
Cash and cash equivalents	$	30,791	$	379,228	$	745,412	$	—		$	1,155,431
Affiliated cash investments		75		485,275		—		(485,350	)		—
Notes receivable - affiliates		—		—		342,216		(342,216	)		—
	$	30,866	$	864,503	$	1,087,628	$	(827,566	)	$	1,155,431
Licenses, goodwill and customer lists	$	1,807,248	$	397,341	$	—	$	—		$	2,204,589
Marketable equity securities		274,079		73,571		2,694,378		—			3,042,028
Investment in unconsolidated entities		176,367		19,896		32,329		(8,039	)		220,553
Long-term notes receivable - affiliates		—		—		400		(400	)		—
Other investments		4,778		14,242		3,377		—			22,397
	$	2,262,472	$	505,050	$	2,730,484	$	(8,439	)	$	5,489,567
Property, Plant and
Equipment, net	$	2,428,470	$	928,851	$	—	$	—		$	3,357,321
Notes payable:    external	$	135,000	$	—	$	—	$	—		$	135,000
cash management		—		—		485,350		(485,350	)		—
intercompany		—		342,216		—		(342,216	)		—
	$	135,000	$	342,216	$	485,350	$	(827,566	)	$	135,000
Forward contracts	$	159,856	$	41,182	$	1,492,943	$	—		$	1,693,981
Long-term Debt:
Current portion	$	—	$	12,756	$	2,350	$	—		$	15,106
Affiliated		—		400		—		(400	)		—
Non-current portion		1,001,044		121,307		864,878		—			1,987,229
Total	$	1,001,044	$	134,463	$	867,228	$	(400	)	$	2,002,335
Preferred Shares	$	—	$	—	$	3,864	$	—		$	3,864
Construction expenditures:
Quarter ended 3/31/05	$	112,243	$	20,356	$	741				$	133,340

7

TDS Telecom Highlights
Three Months Ended March 31,
(Unaudited, dollars in thousands)

							Increase (Decrease)
	2005			2004			Amount			Percent
Local Telephone Operations
Operating Revenues
Local service	$	49,561		$	50,427		$	(866	)		(1.7%)
Network access and long-distance		90,096			88,187			1,909			2.2%
Miscellaneous		22,120			20,505			1,615			7.9%
		161,777			159,119			2,658			1.7%
Operating Expenses
Network operations		43,610			34,517			9,093			26.3%
Customer operations		22,773			23,180			(407	)		(1.8%)
Corporate expenses		20,485			20,231			254			1.3%
Depreciation and amortization		34,264			32,547			1,717			5.3%
		121,132			110,475			10,657			9.6%
Operating Income	$	40,645		$	48,644		$	(7,999	)		(16.4%)
Competitive Local Exchange Carrier Operations
Revenues	$	59,215		$	54,736		$	4,479			8.2%
Expenses excluding depreciation and amortization		53,354			49,484			3,870			7.8%
Depreciation and amortization		7,303			9,011			(1,708	)		(19.0%)
		60,657			58,495			2,162			3.7%
Operating (Loss)	$	(1,442	)	$	(3,759	)	$	2,317			61.6%
Intercompany revenues	$	(1,261)		$	(993)		$	(268)			N/M
Intercompany expenses		(1,261)			(993)			(268)			N/M
		--			--			--			N/M
Total TDS Telecom Operating Income	$	39,203		$	44,885		$	(5,682)			(12.7%)

N/M - - Percentage change not meaningful.

8

EX-99

Exhibit 99.2

Contact: Mark A. Steinkrauss, Vice President, Corporate Relations
(312) 592-5384 mark.steinkrauss@teldta.com

Julie D. Mathews, Manager, Investor Relations
(312) 592-5341 julie.mathews@teldta.com

FOR RELEASE: IMMEDIATE

TDS ANNOUNCES WHEN-ISSUED TRADING FOR SPECIAL COMMON SHARES

CHICAGO – April 26, 2005 – Telephone and Data Systems, Inc. [AMEX:TDS] announced today that effective April 27, 2005, TDS Common Shares will begin trading on the American Stock Exchange (AMEX) with “due bills”. The due bills represent the right to receive the stock dividend of TDS Special Common Shares declared by the TDS Board of Directors on February 17, 2005. The TDS Special Common Shares will trade on a “when-issued” basis under the symbol “TDS.S.WI”.

The stock dividend will consist of one Special Common Share for each issued Common Share and Series A Common Share, including Common Shares held by the Company or subsidiaries of the Company. The stock dividend will also be applied on a fractional basis to any proportionate Common or Series A Common shares held in the company’s dividend reinvestment plans. The stock dividend is expected to be distributed on Friday, May 13, 2005 (Distribution Date) to holders of record at the close of business on Friday, April 29, 2005 (Record Date). TDS Common Shares, traded under the symbol “TDS”, will begin to trade on an “ex-distribution” basis on May 16, 2005.

During the when-issued period TDS Common Shares will trade with due bills attached. Accordingly, any person who purchases TDS Common Shares during the due bill period will acquire the right to receive the stock dividend of Special Common Shares, even if that person was not a record holder on April 29, 2005.

The due bills will require any record holder who sells TDS Common Shares during the due bill period to deliver the right to receive the Special Common Shares to the buyer of the stock on May 18, 2005, the settlement date for due bills. Holders who sell the TDS Common Shares during the due bill period will be selling not only TDS Common Shares but also the right to receive the Special Common Shares via the stock dividend (either as a record holder or as holder of a due bill). 

The due bill period is April 27 through May 13. During the due bill period, holders of TDS Common Shares will not be able to trade TDS Common Shares separately from the right to receive the stock dividend.  However, during the same due bill period, holders will be able to trade the Special Common Shares separately from the Common Shares on a when-issued

basis. Trading of the Special Common Shares on a when-issued basis is expected to occur during the period of April 27 through May 13, 2005.

TDS Common Shares, traded under the symbol “TDS”, are expected to begin trading on an “ex-distribution” basis, and TDS Special Common Shares, traded under the symbol “TDS.S”, are expected to begin trading “regular way” on May 16, 2005.

Although it is fully expected that the Distribution will become effective on May 13, 2005, if the Distribution does not occur for any unforeseeable reason, all due bills will become null and void.

TDS, a FORTUNE 500 company, is a diversified telecommunications corporation founded in 1969. Through its strategic business units, U.S. Cellular and TDS Telecom, TDS operates primarily by providing wireless and local telephone service. TDS builds value for its shareholders by providing excellent communications services in growing, closely related segments of the telecommunications industry. As of Dec. 31, 2004, the company employed 11,500 people and served 6.1 million customers/units in 36 states.

For more information, please visit www.teldta.com

EX-99

Exhibit 99.3

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
SAFE HARBOR CAUTIONARY STATEMENT

The earnings release attached to this Form 8-K contain statements that are not based on historical fact, including the words "believes", "anticipates," "intends," "expects," and similar words. These statements constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include the following:

• Increases in the level of competition in the markets in which TDS operates, or wireless for wireline substitution, could adversely affect TDS's revenues or increase its costs to compete.
  
  
• Consolidation in the wireless industry may create stronger competitors both operationally and financially which could adversely affect TDS's revenues and increase its costs to compete.
  
  
• Consolidation of long distance carriers could result in TDS having to pay more for long distance services which could increase TDS's cost of doing business.
  
  
• Advances or changes in telecommunications technology, such as Voice Over Internet Protocol, could render certain technologies used by TDS obsolete, could reduce TDS's revenues or could increase TDS's cost of doing business.
  
  
• Changes in the telecommunications regulatory environment, or a failure to timely or fully comply with any regulatory requirements, such as wireless number portability, local number portability and E-911 service, could adversely affect TDS's financial condition, results of operations or ability to do business.
  
  
• Changes in the telecommunications regulatory environment, including the effects of potential changes in the rules governing universal service funding and potential changes in the amounts or methods of intercarrier compensation, could have an adverse effect on TDS's financial condition, results of operations and cash flows.
  
  
• Changes in U.S. Cellular's enterprise value, changes in the supply or demand of the market for wireless licenses or telephone companies, adverse developments in the TDS businesses or the industries in which TDS is involved and/or other factors could require TDS to recognize impairments in the carrying value of TDS's license costs, goodwill and/or physical assets.
  
  
• Changes in accounting standards or TDS's accounting policies, estimates and/or in the assumptions underlying the accounting estimates could have an adverse effect on TDS's financial condition and results of operations.
  
  
• Settlements, judgments, restraints on its current or future manner of doing business and/or legal costs resulting from pending and future litigation could have an adverse effect on TDS's financial condition, results of operations or ability to do business.
  
  
• Costs, integration problems or other factors associated with acquisitions/divestitures of properties and/or licenses could have an adverse effect on TDS's financial condition or results of operations.
  
  
• Changes in prices, the number of customers, average revenue per unit, penetration rates, churn rates, selling expenses, net customer retention costs associated with wireless number portability and local number portability, roaming rates, access minutes of use, the mix of products and services offered or other business factors could have an adverse effect on TDS's business operations.
  
  
• Changes in roaming partners' rates for voice services and the lack of standards and roaming agreements for wireless data products could place U.S. Cellular's service offerings at a disadvantage to those offered by other wireless carriers with more nationwide service territories, and could have an adverse effect on TDS's operations.
  
  

• Changes in competitive factors with national and global wireless carriers could result in product and cost disadvantages and could have an adverse effect on TDS's operations.
  
  
• Changes in guidance or interpretations of accounting requirements, changes in industry practice or changes in management assumptions could require amendments to or restatements of disclosures or financial information included in this or prior filings with the SEC.
  
  
• Uncertainty of access to capital for telecommunications companies, deterioration in the capital markets, other changes in market conditions, changes in TDS's credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to TDS, which could require TDS to reduce its construction, development and acquisition programs.
  
  
• Changes in income tax rates, tax laws, regulations or rulings, or federal and state tax assessments could have an adverse effect on TDS's financial condition and results of operations.
  
  
• War, conflicts, hostilities and/or terrorist attacks could have an adverse effect on TDS's businesses.
  
  
• Changes in general economic and business conditions, both nationally and in the markets in which TDS operates, including difficulties by telecommunications companies, could have an adverse effect on TDS's businesses.
  
  
• Changes in facts or circumstances, including new or additional information that affects the calculation of accrued liabilities for contingent obligations under guarantees, indemnities or otherwise, could require TDS to record charges in excess of amounts accrued on the financial statements, if any, which could have an adverse effect on TDS's financial condition and results of operations.
  
  
• A material weakness in the effectiveness of internal control over financial reporting and/or in disclosure controls and procedures could result in inaccurate financial statements or other disclosures or permit fraud, which could have an adverse effect on TDS's business, results of operations and financial condition.
  
  
• The possible development of adverse precedent in litigation or conclusions in professional studies to the effect that radio frequency emissions from handsets, wireless data devices and/or cell sites cause harmful health consequences, including cancer or tumors, or may interfere with various electronic medical devices such as pacemakers, could have an adverse effect on TDS's wireless business operations, TDS's financial condition and results of operations.
  
  
• Any of the foregoing events or other events could cause revenues, customer additions, operating income, capital expenditures and or any other financial or statistical information to vary from TDS's forward estimates included in this report by a material amount.
  
  

TDS undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. Readers should evaluate any statements in light of these important factors.