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): December 16, 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)













Item 5.  Other Events.

         On December 16, 1996, the Company  reported that its Board of Directors
has authorized repurchases of up to 3,000,000 TDS 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:    December 19, 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
- --------------                          ----------------------

    99.1                                News Release dated December 16, 1996



                                        4

EX-99

                                                               Exhibit 99.1








Contact:     Karen M. Stewart, Vice President - Investor Relations
             (608) 828-8316
             e-mail: karen.stewart@teldta.com
             TDS Internet Home Page:  http://www.teldta.com

FOR RELEASE: IMMEDIATE

                     TDS AUTHORIZES COMMON STOCK REPURCHASES

December  16,  1996,  Chicago,  Illinois -  Telephone  and Data  Systems,  Inc.,
[AMEX:TDS]   announced   today  that  its  Board  of  Directors  has  authorized
repurchases of TDS Common Shares.

LeRoy T. Carlson, Jr. ("Ted"), President and Chief Executive Officer, commented,
"Over  the  past  few  years,  TDS  has  acquired  excellent  telecommunications
properties  and assets  that we believe  create  substantial  long-term  values.
Currently,  we believe both that these values are not being fully  recognized in
the  public  marketplace  and  that  TDS  equity  securities  are  significantly
undervalued.   Accordingly,   TDS  stock  represents  an  attractive  investment
opportunity  for TDS.  It is our  intention  to use  repurchased  shares to fund
acquisitions and for general corporate  purposes.  In this way, the Company will
be able to continue to take advantage of future  business  opportunities,  where
equity is needed to complete  primarily  tax-free  acquisitions while minimizing
growth in Common Shares outstanding"

The Board of Directors  has  authorized  the Company to purchase up to 3,000,000
Common Shares. At September 30, 1996, TDS had approximately  61.1 million Common
and Series A Common Shares outstanding. Subject to prevailing market conditions,
purchases may be made from time to time at the discretion of management  through
open market  purchases  or at  negotiated  prices in private  transactions.  The
actual number of Common Shares which may be  repurchased  will be subject to the
trading price of the Common Shares,  the Company's  financial position and other
factors.

Carlson  continued,  "We plan to continue growing and strengthening  each of the
Company's   strategic  business  units.  We  are  continuously   monitoring  and
evaluating the opportunities  created by the rapidly evolving  technological and
competitive situations in each  telecommunications  segment in which the Company
participates.  We are striving to develop  strategies  and financing  plans that
afford each  strategic  business  unit and TDS the maximum  potential  to create
substantial value for shareowners."

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.