CUSIP 879433100             13D                




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

              Under the Securities Exchange Act of 1934
                          (Amendment No. 3)


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

                    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)



                          March 19, 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 [ ].

*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

    5,279,200 (See Item 5)


8.  SHARED VOTING POWER


9.  SOLE DISPOSITIVE POWER

    5,279,200 (See Item 5)


10. SHARED DISPOSITIVE POWER


11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    5,279,200 (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

    9.7%


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

    5,279,200

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

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

    9.7%

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

    5,279,200  (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

    9.7%

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

    5,279,200 (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

    9.7%

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

Items 5 and 7 and Exhibit B of the Schedule 13D, initially filed on
February 25, 1997, and amended on March 19 and March 20, are hereby
amended and restated in their entirety as follows:


Item 5.  Interest in Securities of the Issuer

(a-b) One or more of FMAI's advisory clients is the owner of
5,279,200 shares of the Common Stock representing approximately
9.7% 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.

Martin Solomon, FMAI's proposed nominee for election as a Class I
Director, is the owner of 10,000 shares of Common Stock,
representing less than 1/10 of 1 percent of the outstanding shares
of Common Stock. Mr. Solomon (social security number: ###-##-####)
is a United States citizen whose business address is P.O. Box 70,
Coconut Grove, FL 33233.

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.

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.

FMAI, FRI and the Principal Shareholders each disclaim any economic
interest or beneficial ownership in any of the securities owned by
Mr. Solomon. Furthermore, FRI, FMAI, and the Principal Shareholders
are of the view that they and Mr. Solomon 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 Mr. Solomon.

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

(d) Except for the securities owned by Mr. Solomon, 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. As to
the securities owned by Mr. Solomon, the reporting persons do not
know of anyone other than Mr. Solomon who has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds of the sale of his securities.
(e) Not applicable.


Item 7. Materials to be Filed as Exhibits

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.


March 26, 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 March 26, 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 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


On March 10, 1997, an advisory contract between FMAI and one of its
clients who owned 29,400 shares of the Common Stock terminated.
Effective on that date, FMAI no longer possessed voting or
dispositive control over those shares.


Mr. Solomon purchased 10,000 shares of Common Stock on February 25,
1997 at a price of $40.15 per share.