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): February 20, 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 No.)
    incorporation)



   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  February  20,  1996,  the  Company  announced  that its  subsidiary
American  Portable  Telecom,  Inc.  filed  a  registration  statement  with  the
Securities and Exchange  Commission  covering an initial public offering of 11.0
million Common Shares.

         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:    February 23, 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
                             February 20, 1996














                                       4

EX-99

                                                                      Exhibit 99

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

FOR RELEASE: IMMEDIATE

                         AMERICAN PORTABLE TELECOM FILES
                           FOR INITIAL PUBLIC OFFERING

February  20,  1996,  Chicago,   Illinois  -Telephone  and  Data  Systems,  Inc.
[AMEX:TDS] announced that its subsidiary, American Portable Telecom, Inc. ("APT"
or the "Company") has filed a registration  statement  today with the Securities
and  Exchange  Commission  covering an initial  public  offering of 11.0 million
Common  Shares,  all of which will be issued and sold by APT.  The Company  will
also grant to the  underwriters  an  over-allotment  option for up to  1,650,000
additional  Common Shares.  Upon completion of the offering,  TDS will own 84.3%
(82.4% if the  over-allotment  option is exercised) of the capital stock of APT.
It is estimated  that the initial  public  offering price will be between $15.00
and $18.00 per Common Share.

A  portion  of  the  net  proceeds  of  the  offering  will  be  used  to  repay
approximately  $60.2 million of outstanding  indebtedness to TDS. APT expects to
use the  balance  of the net  proceeds  of the  offering  to  partially  finance
construction,  development and operating costs associated with the establishment
of  personal  communications  services  ("PCS")  networks  in  the  Minneapolis,
Tampa-St.  Petersburg-Orlando,  Houston,  Pittsburgh,  Kansas City and  Columbus
Major Trading Areas ("MTAs").

The  offering  will be  managed  by  Donaldson,  Lufkin  &  Jenrette  Securities
Corporation, Merrill Lynch & Co., and Salomon Brothers Inc.

American  Portable  Telecom is the  fifth-largest  licensee of PCS in the United
States in terms of  population  equivalents  ("POPs"),  with licenses to provide
service in six MTAs in the United States  including  approximately  27.3 million
POPs.  The Company plans to construct  networks for its PCS markets using Global
System for Mobile  Communications  ("GSM")  technology.  The Company  intends to
commence  marketing  efforts  and  launch  commercial  service in early 1997 and
expects to complete initial construction of its PCS networks by the end of 1998.

A registration  statement  relating to these  securities has been filed with the
Securities  and  Exchange  Commission  but has not yet become  effective.  These
securities  may not be sold nor may offers to buy be accepted  prior to the time
the registration statement becomes effective. This shall not constitute an offer
to sell or the  solicitation  of an offer to buy nor shall  there be any sale of
these securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such State.

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