U.S. Securities and Exchange Commission
                Washington, D.C.  20549
                           
             Notice of Exempt Solicitation
                           
1.   Name of Registrant:  Telephone & Data Systems,
Inc.

2.   Name of person relying on exemption:  Strong
Capital Management, Inc.

3.   Address of person relying on exemption:  One
Hundred Heritage Reserve, P.O. Box 2936,
Milwaukee, Wisconsin  53201.

4.   Written materials:  Attached are written materials
submitted pursuant to Rule 14a-6(g)(1) [Section 240.14a-6(g)(1)].



                     [STRONG LOGO]                           
                           
               AN IMPORTANT MESSAGE FROM
           STRONG CAPITAL MANAGEMENT, INC...
                           
             TO OUR FELLOW STOCKHOLDERS OF
      TELEPHONE & DATA SYSTEMS INC. COMMON STOCK
                           
                         STOP!

     During the next several days, you will receive
proxy materials from the management of Telephone  and
Data Systems, Inc. ("TDS") concerning the  company's
April 27, 1998 special meeting of stockholders.   At
this meeting you will be asked to consider and  vote
upon a proposal to authorize the reincorporation  of 
TDS from Iowa to Delaware, the recapitalization of TDS 
and several related proposals.  As a stockholder in a
company with a class of super-voting stock controlled
by management, we generally are concerned about any
reduction of minority stockholder rights.  We believe
that management's original proposal adversely affected
many key minority stockholder rights.  Accordingly,
prior to management mailing, we engaged in discussions
with TDS representatives regarding a number of
stockholder rights concerns we identified in
management's proposal.  As a result of these
discussions, some changes were made to preserve certain
existing rights.  However, it appears that management's
proxy materials still propose to eliminate class voting
on mergers and certain other rights of common stockholders.  
We intend to carefully examine management's proxy materials 
and determine whether further action is appropriate to 
preserve these rights.  We urge you to refrain from signing or
returning any proxy voting cards until after you have
received additional information from us concerning
these proposals.

                         LOOK!

     Please look for our stockholder information letter
which you will receive shortly after you receive your
proxy materials from TDS.  Our letter will address the
reincorporation and recapitalization proposals from the
standpoint of the holders of TDS common stock and will
discuss the loss of class voting and certain other
rights important to common stockholders.

                        LISTEN!

     Please give careful consideration to our message
concerning the ramifications for holders of TDS common
stock and the anticipated consequences to the
subsidiary companies, Aerial Communications Inc. and
United States Cellular Corp., before signing, dating and
returning your proxy voting card.