SEC FORM 5/A

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

CARLSON LEROY T

(Last)

(First)

(Middle)

TELEPHONE AND DATA SYSTEMS, INC.

30 N. LASALLE ST., STE. 4000

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TELEPHONE & DATA SYSTEMS INC /DE/ [ TDS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman Emeritus

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/21/2009

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares							56,185.34	D
Special Common Shares							33,069.139	D
Common Shares	12/31/2008		J⁽³⁾	324.71	D	⁽³⁾	3,931.51	I	By 401k plan
Special Common Shares	12/31/2008		J⁽³⁾	485.47	D	⁽³⁾	2,897.24	I	By 401K plan
Special Common Shares							217,910.61⁽⁸⁾	I	By Voting Trust
Special Common Shares							9,167.83	I	By wife

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to buy)⁽⁶⁾	$66.75						12/15/1999	04/30/2009	Tandem Common and Special Common Shares⁽⁶⁾	17,600⁽⁶⁾		17,600	D
Option (Right to buy)⁽⁶⁾	$105.13						12/15/2000	05/05/2010	Tandem Common and Special Common Shares⁽⁶⁾	18,000		18,000	D
Option (Right to buy)⁽⁶⁾	$121.12						⁽⁵⁾	09/16/2010	Tandem Common and Special Common Shares⁽⁶⁾	34,360		34,360	D
Option (Right to buy)⁽⁶⁾	$99.44						12/15/2001	04/30/2011	Tandem Common and Special Common Shares⁽⁶⁾	15,590		15,590	D
Option (Right to buy)⁽⁶⁾	$59						12/15/2002	07/05/2012	Tandem Common and Special Common Shares⁽⁶⁾	22,170		22,170	D
Option (Right to buy)⁽⁶⁾	$52.92						12/15/2003	07/03/2013	Tandem Common and Special Common Shares⁽⁶⁾	23,605		23,605	D
Option (Right to buy)⁽⁶⁾	$66						12/15/2004	05/08/2014	Tandem Common and Special Common Shares⁽⁶⁾	22,475		22,475	D
Option (Right to buy)⁽⁶⁾	$77.36						12/15/2005	04/20/2015	Tandem Common and Special Common Shares	26,531		26,531	D
Option (Right to buy)	$38						12/15/2006	06/19/2016	Special Common Shares	61,127		61,127	D
Option (Right to buy)	$59.45						12/15/2007	07/02/2017	Special Common Shares	36,116		36,116	D
Option (Right to buy)	$35.35						⁽¹⁰⁾	08/26/2018	Special Common Shares	41,500		41,500	D
Restricted Stock Units	⁽¹¹⁾						12/15/2009	⁽¹¹⁾	Special Common Shares	5,621		5,621	D
Restricted Stock Units	⁽¹¹⁾						12/15/2010	⁽¹¹⁾	Special Common Shares	7,715		7,715	D
Series A Common Shares	⁽¹⁾						⁽¹⁾	⁽¹⁾	Common Shares or Special Common Shares	53,833.27		53,833.27	I	By wife
Series A Common shares	⁽¹⁾						⁽¹⁾	⁽¹⁾	Common Shares or Special Common Shares	222,771.64		222,771.64⁽²⁾	I	By Voting Trust
Deferred Compensation	⁽⁴⁾	12/31/2008		J⁽⁹⁾	392.405		⁽⁴⁾	⁽⁴⁾	Common Shares	30,779.84	⁽⁴⁾	30,779.84	D
Deferred Compensation	⁽⁷⁾	12/31/2008		J⁽⁹⁾	673.645		⁽⁷⁾	⁽⁷⁾	Special Common Shares	49,620.1519	⁽⁷⁾	49,620.1519	D

Explanation of Responses:

1. Series A Common shares are convertible, on a share-for-share basis, into common or special common shares.

2. Beneficial ownership of shares held in Voting Trust. Reporting person disclaims ownership of 189,649.81 (including 38,377.81 shares acquired pursuant to a dividend reinvestment plan) owned by wife. Includes 6467.83 shares acquired pursuant to a dividend reinvestment plan.

3. Voluntary reporting of shares acquired in 2008 in the TDS 401K. The information is based on a plan statement dated 12/31/08. The number of shares fluctuates and is attributable to the price of the shares on 12/31/08.

4. Reporting person has deferrred bonuses pursuant to the Long term incentive plan. The employer match vests ratably at 33%, 33% and 34% per year over a 3 year period. Common share units vested at 12/31/08 were 30,779.84.

5. Granted under the TDS 1998 Long term incentive plan. The option is exercisable with respect to 8590 common shares on 12/15/01, 12/15/02, 12/15/03 and 12/15/04 for a total of 34,360 common shares.

6. Common shares were granted without consideration under the long term incentive plan. As a result of the special common stock dividend, all options to purchase common shares as of May 13 under the long term incentive plan, whether vested or unvested, were adjusted into tandem options. The tandem option provides that upon exercise, the optionee purchases the number common shares orginally subject to the option plus an equal number of special common.

7. Reporting person has deferrred bonuses pursuant to the Long term incentive plan. The employer match vests ratably at 33%, 33% and 34% per year over a 3 year period. Special common share units vested at 12/31/08 were 48,224.71.

8. Beneficial ownership of shares held in Voting Trust. Reporting person disclaims ownership of 188,633.92 (including 37,361.92 shares acquired pursuant to a dividend reinvestment plan) owned by wife. Includes 2,622.69 shares acquired pursuant to a dividend reinvestment plan.

9. Voluntary reporting of shares acquired through dividend reinvestment in 2008.

10. Granted under the 2004 Long Term Incentive Plan. Options vest over a 3 year period with one-third of the number of shares becoming exercisable on the Aug. 26, 2009, one-third on Aug. 26, 2010 and one-third on Aug. 26, 2011.

11. Restricted stock unit award pursuant to the Long Term Incentive Plan.

Remarks:

	Julie D. Mathews, by power of atty	01/26/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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