Rule 424(b)(2)
                                       Registration No.: 33-68456

PROSPECTUS SUPPLEMENT
(To Prospectus dated October 12, 1993)


100,000 Common Shares


TELEPHONE AND DATA SYSTEMS, INC.


Common Shares
($1.00 Par Value)

                   __________________________

Telephone and Data Systems, Inc. ("TDS" or the "Company"), may
sell pursuant to exchange transactions up to 100,000 Common
Shares at prevailing market prices subject to a commission
payable to Donaldson, Lufkin & Jenrette Securities Corp., and
such commission will approximate Donaldson, Lufkin & Jenrette
Securities Corp.'s regular commission for broker transactions for
similar transactions.  The proceeds to the Company will equal the
sale price of up to 100,000 Common Shares minus brokerage
commissions and estimated expenses of $2,500 payable by the
Company.

On December 31, 1993, the last reported sales price of the Common
Shares on the American Stock Exchange was $52.125 per share.

                          ____________

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
   SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
    COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
       OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
         ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY 
      REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                          ____________




   The date of this Prospectus Supplement is January 3, 1994.


                         USE OF PROCEEDS

          The net proceeds to be received by the Company from the
sale of the Common Shares offered hereby are estimated to be
about $5,200,000.00 (after giving effect to brokerage commissions
and payment of estimated expenses).  The net proceeds will be
used in connection with its acquisition program or for other
general corporate purposes. 




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