8-K

                                    FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): January 10, 1996


                        TELEPHONE AND DATA SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)


      Iowa                         1-8251                     36-2669023
  (State or other               (Commission                 (IRS Employer
  jurisdiction of               File Number)                Identification
  incorporation)                                                 No.)

   

   30 North LaSalle Street, Chicago, Illinois                     60602
   (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:  (312) 630-1900


                                 Not Applicable
          (Former name or former address, if changed since last report)


            The Exhibit Index is Located on Page 4 of 5 Total Pages.










Item 5.   Other Events.

         On January 10, 1996,  the Company  announced a proposal to transfer its
minority  ownership  interests  in certain  cellular  markets  to United  States
Cellular  Corporation for approximately  $116.7 million.  The minority interests
subject to the proposal represent approximately 675,000 population equivalents.

         This  Current  Report  on Form 8-K is being  filed for the  purpose  of
filing the news release issued by the Company  relating to such  announcement as
an exhibit.

Item 7.  Financial Statements and Exhibits

(c)      Exhibits

         The exhibits  accompanying  this report are listed in the  accompanying
Exhibit Index.




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                                                    SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereto duly authorized.




Telephone and Data Systems, Inc.
(Registrant)

Date:    January 11, 1996


By:  /s/ GREGORY J. WILKINSON
     ------------------------
Gregory J. Wilkinson
Vice President and Controller
(principal accounting officer)












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                                  EXHIBIT INDEX


Exhibit Number         Description of Exhibit        Sequentially Numbered Page

         99            News Release dated                        5
                       January 10, 1996



                                                         4

EX-99

                                                                      Exhibit 99

FOR RELEASE: IMMEDIATE

                   TDS ANNOUNCES PROPOSAL TO TRANSFER CELLULAR
                         MINORITY POPS TO U.S. CELLULAR

January 10, 1996,  Chicago,  Illinois - Telephone and Data Systems,  Inc. [AMEX:
TDS] announced today that it has proposed the transfer of its minority ownership
interests in certain  cellular  markets to United  States  Cellular  Corporation
[AMEX:   USM].  The  minority   interests  subject  to  the  proposal  represent
approximately  675,000 population  equivalents  ("pops").  The proposed purchase
price is approximately  $116.7 million.  The form of consideration to be paid by
USM is subject to  negotiation  and would  likely  consist of cash or USM common
stock or a combination thereof.

The TDS proposal is subject to negotiation and has been referred to a previously
established independent committee of the USM board of directors. The independent
committee  has  retained  Lazard  Freres & Co.  as its  financial  advisor.  The
proposed transaction will be subject to approval by the independent committee of
the USM board of directors, to definitive documentation,  and to compliance with
regulatory requirements.

TDS is a  Chicago-based  telecommunications  company with  established  cellular
telephone,  local telephone and radio paging operations and developing  personal
communications  services  operations.   TDS  strives  to  build  value  for  its
shareholders  by  providing  excellent  communications  services in  attractive,
closely related segments of the telecommunications industry.


Contacts: Karen M. Stewart                    Murray L. Swanson
          Vice President - Investor Relations Executive Vice President - Finance
          (608) 828-8316                      (312) 630-1900
          e-mail:karen.stewart@teldta.com     e-mail:murray.swanson@teldta.com