CUSIP 879433100             13D






                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                            SCHEDULE 13D

              Under the Securities Exchange Act of 1934
                          (Amendment No. )


                   Telephone and Data Systems, Inc.
                         (Name of Issuer)

                 Series A Common Shares, $1 par value
                    (Title of Class of Securities)


                             879433100
                           (CUSIP Number)


                         Leslie M. Kratter
                    Franklin Mutual Advisers, Inc.
                     51 John F. Kennedy Parkway
                    Short Hills, New Jersey 07078
                           (415) 312-4018

      (Name, Address and Telephone Number of Person Authorized to
                  Receive Notices and Communications)



                          February 18, 1997
       (Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-l(b)(3) or
(4), check the following box [X].

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.

The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Franklin Mutual Advisers, Inc.
    22-3463202

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
                                                     (b)[X]

3.  SEC USE ONLY

4.  SOURCE OF FUNDS

    N/A

5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) OR 2(e)                       [ ]

6.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.  SOLE VOTING POWER

    5,308,600 (See Item 5)


8.  SHARED VOTING POWER


9.  SOLE DISPOSITIVE POWER

    5,308,600 (See Item 5)


10. SHARED DISPOSITIVE POWER


11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    5,308,600 (See Item 5)


12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
    CERTAIN SHARES [ ]


13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

    9.8%


14. TYPE OF REPORTING PERSON          IA


1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Franklin Resources, Inc.
    13-2670991

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
                                                     (b)[X]

3.  SEC USE ONLY

4.  SOURCE OF FUNDS

    N/A

5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) OR 2(e)                       [ ]

6.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.  SOLE VOTING POWER

    (See Item 5)

8.  SHARED VOTING POWER

    (See Item 5)

9.  SOLE DISPOSITIVE POWER

    (See Item 5)

10. SHARED DISPOSITIVE POWER

    (See Item 5)


11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    5,308,600

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
    CERTAIN SHARES                                      [ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

    9.8%

14. TYPE OF REPORTING PERSON      HC

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Charles B. Johnson
    ###-##-####

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
                                                     (b)[X]

3.  SEC USE ONLY

4.  SOURCE OF FUNDS

    N/A

5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) OR 2(e)                       [ ]

6.  CITIZENSHIP OR PLACE OF ORGANIZATION

    USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.  SOLE VOTING POWER

    (See Item 5)

8.  SHARED VOTING POWER

    (See Item 5)

9.  SOLE DISPOSITIVE POWER

    (See Item 5)

10. SHARED DISPOSITIVE POWER

    (See Item 5)


11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    5,308,600  (See Item 5)


12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
    CERTAIN SHARES [ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

    9.8%

14. TYPE OF REPORTING PERSON     HC (See Item 5)


1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Rupert H. Johnson, Jr.
    ###-##-####

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
                                                     (b)[X]

3.  SEC USE ONLY

4.  SOURCE OF FUNDS

    N/A

5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) OR 2(e)                       [ ]

6.  CITIZENSHIP OR PLACE OF ORGANIZATION

    USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.  SOLE VOTING POWER

    (See Item 5)

8.  SHARED VOTING POWER

    (See Item 5)

9.  SOLE DISPOSITIVE POWER

    (See Item 5)

10. SHARED DISPOSITIVE POWER

    (See Item 5)


11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    5,308,600 (See Item 5)


12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
    CERTAIN SHARES [ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

    9.8%

14. TYPE OF REPORTING PERSON      HC (See Item 5)


Item 1.  Security and Issuer

This Statement relates to the Series A Common Shares, $1 par value
(the "Common Stock ") of Telephone and Data Systems, Inc., an Iowa
corporation (the "Issuer"). The Issuer's principal executive
offices are located at 30 North LaSalle Street, Chicago, IL 60602.

Item 2. Identity and Background

        (a) Name:

            Franklin Mutual Advisers, Inc. (FMAI)

        (b) State of Organization:

            Delaware

        (c) Principal Business:

          An investment adviser registered with the U.S. Securities
          and Exchange Commission (SEC) and investment adviser to
          the Franklin Mutual Series Fund Inc.

            Address of Principal Business/Principal Office:

            51 John F. Kennedy Parkway
            Short Hills, NJ 07078

        (d) Criminal Convictions:

            None

        (e) Civil Proceedings:

            None

Item 2. Identity and Background

        (a) Name:

            Franklin Resources, Inc. (FRI)

        (b) State of Organization:

            Delaware

        (c) Principal Business:

          A diversified financial services holding company whose
          primary business is providing, through operating
          subsidiaries, management, administrative, and
          distribution services to the open and closed-end
          investment companies comprising the Franklin/Templeton
          Group of Funds, Franklin Mutual Series Fund Inc., managed
          accounts and other investment products.

            Address of Principal Business/Principal Office:

          777 Mariners Island Blvd.
          San Mateo, CA 94404

        (d) Criminal Convictions:

            None

        (e) Civil Proceedings:

            None


Item 2. Identity and Background

        (a) Name:

            Charles B. Johnson

        (b) Business Address:

            Franklin Resources, Inc.
            777 Mariners Island Blvd.
            San Mateo, California 94404

        (c) Principal Business:

          President/Chief Executive Officer/Director/Principal
          Shareholder, Franklin Resources, Inc., Parent Company of
          a number of investment advisers and administrative
          companies providing investment advice and administrative
          services to the Franklin/Templeton Group of Funds,
          Franklin Mutual Series Fund Inc., managed accounts and
          other investment products.
        
          Director, FMAI, an investment adviser registered with the
          U.S. Securities and Exchange Commission (SEC) and
          investment adviser to the Franklin Mutual Series Fund
          Inc.
          
        (d) Criminal Convictions:

            None

        (e) Civil Proceedings:

            None


Item 2. Identity and Background

        (a) Name:

            Rupert H. Johnson, Jr.

        (b) Business Address:

            Franklin Resources, Inc.
            777 Mariners Island Blvd.
            San Mateo, California 94404

        (c) Principal Business:

          Executive Vice President/Director/Principal Shareholder,
          Franklin Resources, Inc., Parent Company of a number of
          investment advisers and administrative companies
          providing investment advice and administrative services
          to the Franklin/Templeton Group of Funds, Franklin Mutual
          Series Fund Inc., managed accounts and other investment
          products.
          
          Director, FMAI, an investment adviser registered with the
          U.S. Securities and Exchange Commission (SEC) and
          investment adviser to the Franklin Mutual Series Fund
          Inc.

        (d) Criminal Convictions:

            None

        (e) Civil Proceedings:

            None


Item 2. Identity and Background

(a) The name, residence or business address, and the principal
occupation or employment and the name, principal business and
address of any corporation or other organization in which such
employment is conducted, of each executive officer and director and
each controlling person, if any, of the reporting persons named
above is set forth in Exhibit A hereto. To the best knowledge of
the persons listed in Item 2 hereof, each person listed on Exhibit
A is a  United States citizen and, during the last five years, no
person listed in Exhibit A attached (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to, a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.


Item 3.  Source and Amount of Funds or Other Consideration

The securities reported herein were acquired with funds of
approximately $206.7 million (including brokerage commissions). All
such funds were provided from investment capital of FMAI's
respective advisory clients.

Item 4.  Purpose of Transaction

The securities covered by this Statement were acquired by FMAI's
advisory clients for the purpose of investment. Neither FMAI nor
any executive officer or director of FMAI, has any present plans or
intentions to acquire or dispose of any securities of the Issuer
other than on behalf of FMAI's clients for the purpose of
investment.

FMAI believes that the per share value of all the businesses
operated by the Issuer far exceeds the current market price of the
Issuer's common stock. The Issuer should take steps to realize the
inherent values in its businesses in a manner designed to maximize
shareholder values for all owners of the Issuer's common stock. The
Issuer should also cease diluting shareholder value by issuing
additional common stock in making acquisitions.

To further these goals, FMAI believes it is critical that the
Issuer have a strong and independent Board of Directors. FMAI is
currently considering whether it should nominate a person for
election to the Issuer's Board of Directors.

In the future, FMAI may communicate its views to, among others, the
Issuer's management, its Board of Directors, and other shareholders
of the Issuer. FMAI may decide to purchase on behalf of its
advisory clients additional shares of the Common Stock or other
securities of the Issuer. In addition, FMAI may cause its advisory
clients to dispose of any or all securities of the Issuer in any
manner permitted by applicable securities laws. FMAI's advisory
clients reserve the right to exercise any and all of their
respective rights as a stockholder of the Issuer in a manner
consistent with their equity interests.

Other than as described above, neither FMAI nor any executive
officer or director of FMAI, has any present plans or proposals
which relate to or would result in:

(i)  an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;

(ii) the sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;

(iii)     any change in the present board of directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;

(iv) any material change in the present capitalization or dividend
policy of the Issuer;

(v)  any other material change in the Issuer's business or
corporate structure;

(vi) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;

(vii) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;

(viii) a class of equity security of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or

(ix) any action similar to any of those enumerated above.


Item 5.  Interest in Securities of the Issuer

(a-b) One or more of FMAI's advisory clients is the owner of
5,308,600 shares of the Common Stock representing approximately
9.8% of the outstanding shares of Common Stock. Since FMAI's
advisory contracts with its clients grant to FMAI sole voting and
investment power over the securities owned by its advisory clients,
FMAI may be deemed to be, for purposes of Rule 13d-3 under the 1934
Act (the "1934 Act"), the beneficial owner of the securities
covered by this Statement.

FMAI is a wholly-owned subsidiary of Franklin Resources, Inc.
("FRI"). Charles B. Johnson and Rupert H. Johnson, Jr. (the
"Principal Shareholders") each own in excess of 10% of the
outstanding Common Stock of FRI and are the principal shareholders
of FRI. FRI and the Principal Shareholders therefore may be deemed
to be, for purposes of Rule 13d-3 under the 1934 Act, the
beneficial owner of securities held by persons and entities advised
by FRI or its subsidiaries. However, no investment advisory
personnel of FRI or of any of its subsidiaries other than FMAI are
involved in the investment management decisions of FMAI. Moreover,
FMAI, FRI and the Principal Shareholders each disclaim any economic
interest or beneficial ownership in any of the securities covered
by this Statement owned by advisory clients of FRI or any of its
subsidiaries.

Furthermore, FRI, FMAI, and the Principal Shareholders are of the
view that they are not acting as a "group" for purposes of Section
13(d) under the 1934 Act and that they are not otherwise required
to attribute to each other the "beneficial ownership" of securities
held by any of them or by any persons or entities advised by FRI or
its subsidiaries.

(c) Exhibit B sets forth all transactions in the shares of the
Common Stock within the past sixty days.

(d) No person other than respective advisory clients of FMAI have
the right to receive or the power to direct the receipt of
dividends from, or the proceeds of the sale of the securities being
reported herein.

(e) Not applicable.


Item 6. Contracts, Arrangements, Understandings, or Relationships
with Respect
to Securities of the Issuer

No persons named in Item 2 herein, nor to the best of such person's
knowledge, no person named in Exhibit A hereto, has any contract,
arrangement, understanding or relationship (legal or otherwise)
with any person with respect to any securities of the Issuer,
including, but not limited to, transfer or voting of any
securities, finders' fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits

Exhibit A  Executive Officers and Directors of Reporting Persons
Exhibit B  Summary of Transactions Within the Last Sixty Days

After reasonable inquiry, and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete, and correct.


February 25, 1997


S\DEBORAH R. GATZEK



Deborah R. Gatzek
Franklin Mutual Advisers, Inc.
Assistant Secretary


S\CHARLES B. JOHNSON
S\DEBORAH R. GATZEK



By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Charles B. Johnson
as attached to this Schedule 13D


S\RUPERT H. JOHNSON, JR.
S\DEBORAH R. GATZEK



By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13D


S\DEBORAH R. GATZEK



Deborah R. Gatzek
Franklin Resources, Inc.
Senior Vice President
& Assistant Secretary

POWER OF ATTORNEY

CHARLES B. JOHNSON hereby appoints DEBORAH R. GATZEK his true and
lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13D, any amendments
thereto or any related documentation which may be required to be
filed in his individual capacity as a result of his position as an
officer, director or shareholder of Franklin Resources, Inc. and
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to
be done by virtue hereof.

S\CHARLES B. JOHNSON



POWER OF ATTORNEY

RUPERT H. JOHNSON, JR. hereby appoints DEBORAH R. GATZEK his true
and lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13D, any amendments
thereto or any related documentation which may be required to be
filed in his individual capacity as a result of his position as an
officer director or shareholder of Franklin Resources, Inc. and
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to
be done by virtue hereof.

S\RUPERT H. JOHNSON, JR.

JOINT FILING AGREEMENT

       In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with each other of the attached statement on
Schedule 13D and to all amendments to such statement and that such
statement and all amendments to such statement is made on behalf of
each of them.

       IN WITNESS WHEREOF, the undersigned hereby execute this
agreement on February 25, 1997.


S\DEBORAH R. GATZEK



Deborah R. Gatzek
Franklin Mutual Advisers, Inc.
Assistant Secretary


S\CHARLES B. JOHNSON
S\DEBORAH R. GATZEK



By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Charles B. Johnson
as attached to this Schedule 13D


S\RUPERT H. JOHNSON, JR.
S\DEBORAH R. GATZEK



By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13D

S\DEBORAH R. GATZEK



Deborah R. Gatzek
Franklin Resources, Inc.
Senior Vice President
& Assistant Secretary

Exhibit A

EXECUTIVE OFFICERS AND DIRECTORS
Name
Present Principal Occupation/Employment
Residence or Business Address


Jennifer J. Bolt
Vice President - FRI
FRI

Harmon E. Burns
Executive Vice President/Secretary/Director - FRI
Director - FMAI
FRI

Martin L. Flanagan
Senior Vice President/Treasurer/Chief Financial Officer - FRI
Director - FMAI
FRI

Loretta Fry
Vice President - FRI
FRI

Deborah R. Gatzek
Senior Vice President/General Counsel - FRI
Assistant Secretary - FMAI
FRI

F. Warren Hellman
Director - FRI
Partner in investment management firm
Hellman & Friedman, 1 Maritime Plaza, 12th Floor,
San Francisco, CA 94111

Donna S. Ikeda
Vice President - FRI
FRI

Charles B. Johnson
President/Chief Executive Officer/Director/Principal Shareholder -
FRI
Director - FMAI
FRI

Charles E. Johnson
Senior Vice President/Director - FRI
President of Templeton Worldwide, Inc., Investment Management
Director - FMAI
Templeton Worldwide, Inc., 500 E. Broward, Ste. 2100
Ft. Lauderdale, FL 33394

Gregory E. Johnson
Vice President - FRI
FRI
Gordon Jones
Vice President - FRI
FRI

Rupert H. Johnson, Jr.
Executive Vice President/Director/Principal Shareholder - FRI
Director - FMAI
FRI

Harry O. Kline
Director - FRI
6501 Red Hook Plaza, #201, St. Thomas, VI 00802

Leslie M. Kratter
Vice President/Assistant Secretary - FRI
Secretary - FMAI
FRI

Kenneth A. Lewis
Vice President - FRI
FRI

William J. Lippman
Senior Vice President - FRI
Franklin Advisory Services, Inc., One Parker Plaza, 16th Fl., Ft.
Lee, NJ 07024

James A. McCarthy
Director - FRI
Private Investor
101 California Street, Suite 1400, San Francisco, CA  94111

Peter Sacerdote
Director - FRI
Limited Partner/Chair of Investment Committee, Goldman, Sachs
Group, L.P.,
Investment banking
Goldman, Sachs & Co. 85 Broad Street, New York, NY 10004

Louis E. Woodworth
Director - FRI
Private Investor/President, Alpine Corp.
Alpine Corp., 1505 7th Avenue, Seattle, WA 98119

Jeffrey A. Altman
Senior Vice President - FMAI
FMAI

James Baio
Treasurer - FMAI
FMAI

Elizabeth N. Cohernour
Vice President/General Counsel/Assistant Secretary - FMAI
FMAI
Robert L. Friedman
Senior Vice President - FMAI
FMAI

Raymond Garea
Senior Vice President - FMAI
FMAI

Peter Langerman
Senior Vice President/Director - FMAI
FMAI

Eric LeGoff
Vice President - FMAI
FMAI

Michael F. Price
Chief Executive Officer/President/Director - FMAI
FMAI

Lawrence N. Sondike
Senior Vice President - FMAI
FMAI

FRI    Franklin Resources, Inc.
       777 Mariners Island Blvd.
       San Mateo, CA 94404

Parent Company of a number of investment advisers and
administrative companies providing investment advice and
administrative services to the Franklin/Templeton Group of Funds,
Franklin Mutual Series Fund Inc., managed accounts and other
investment products.


FMAI   Franklin Mutual Advisers, Inc.
       51 John F. Kennedy Parkway
       Short Hills, NJ 07078

An investment adviser registered with the U.S. Securities and
Exchange Commission (SEC) and investment adviser to the Franklin
Mutual Series Fund Inc.

Exhibit B
Summary of Transactions Within the Last Sixty Days

Date      Buy/Sell  No. of Shares  Price

02/20/97  buy         5,000        $37.0000
02/19/97  buy         1,300        $37.0000
02/18/97  buy        10,000        $37.0036
02/18/97  buy       125,000        $37.0000
02/14/97  buy       436,700        $36.6875
02/12/97  buy       100,000        $36.7500
02/11/97  buy        10,000        $36.5000
02/11/97  buy       100,000        $36.7500
02/10/97  buy        20,000        $36.5000
02/07/97  buy       200,000        $36.7500
02/06/97  buy        18,500        $36.5291
02/05/97  buy       100,000        $37.0000
01/24/97  buy        27,500        $35.1641
01/23/97  buy        13,100        $35.3750
01/22/97  buy        46,700        $34.7944
01/21/97  buy        58,400        $34.7363
01/21/97  buy         9,000        $34.7500
01/20/97  buy        10,500        $35.1250
01/20/97  buy        64,400        $35.1993
01/17/97  buy        25,000        $35.4920
01/16/97  buy        39,900        $35.3283
01/15/97  buy        35,000        $34.9154
01/14/97  buy        57,400        $35.0000
01/13/97  buy           200        $35.0000
01/08/97  buy        20,000        $35.0000
01/03/97  buy        10,000        $35.8750
01/03/97  buy           700        $35.7500
12/23/96  buy         2,000        $35.5000