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): April 24, 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 April 24, 1996, the Company reported that its subsidiary, American
Portable Telecom, Inc. announced an initial public offering of 12,250,000 Common
Shares at a price of $17 per share to the public.

         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:    May 2, 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
                           April 24, 1996



                                        4

EX-99

                                                                 Exhibit 99


Contact:          Karen M. Stewart
                  Vice President - Investor Relations
                  (608) 828-8316
                  e-mail: karen.stewart@teldta.com

FOR RELEASE: IMMEDIATE

                    AMERICAN PORTABLE TELECOM, INC. ANNOUNCES
                    12,250,000 SHARE INITIAL PUBLIC OFFERING

April 24, 1996, Chicago, Illinois - Telephone and Data Systems, Inc. [AMEX:TDS]
reported that its subsidiary, American  Portable  Telecom, Inc. ("APT") has
announced today an initial public offering of 12,250,000 Common Shares at a
price of $17 per share to the public.

A portion of the net proceeds of the offering will be used to repay
approximately $62 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").

Don Warkentin, President and CEO of APT, stated, "This initial public offering
will provide us with the opportunity to move rapidly forward to commence
services in our MTAs by early 1997.  The offering is one of several tiers of
financing in our plan to fully finance APT through the end of 1998."

Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co.,
Merrill Lynch & Co. and Salomon Brothers Inc are managers of a U.S. underwriting
group.  Donaldson, Lufkin & Jenrette Securities Corporation, Goldman Sachs
International, Merrill Lynch International Limited, Salomon Brothers
International Limited and SBC Warburg are managers of an international
underwriting  group.  The Common Shares will trade on The Nasdaq Stock Market
under the symbol "APTI."  After the offering, TDS will own 82.8% of the capital
stock of APT.

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.  APT plans to construct networks for its PCS markets using Global System
for Mobile Communications ("GSM") technology.  APT intends to begin marketing
efforts and launch commercial service in early 1997 and expects to complete
initial construction of its PCS networks by the end of 1998.

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.