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): March 24, 1998
                                                          --------------      

                        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 March 24, 1998,  Telephone and Data Systems,  Inc. (the "Company" or
"TDS") announced the filing of a registration  statement with the Securities and
Exchange Commission for an offering of its TDS  Telecommunications  Group Common
Shares,  a class of  common  stock  of TDS,  after  it has  reincorporated  into
Delaware,  which will track the performance of the TDS Telecom Group. The filing
of this registration statement for TDS Telecommunications Group Common Shares is
one  step  in the  previously  announced  restructuring  by TDS  which  includes
creating three new classes of common stock, commonly known as "Tracking Stocks".
The tracking  stocks will be created in connection with a change in the state of
incorporation of the Company from Iowa to Delaware.

         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
         ---------------------------------     
         
         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:    March 25, 1998


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                                  News Release dated March 24, 1998



   










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EX-99

                                                                      Exhibit 99




Contact:     Mark A. Steinkrauss, Vice President - Corporate Relations
             (312) 630-1900
             e-mail: mark.steinkrauss@teldta.com

FOR RELEASE:  IMMEDIATE

           TDS FILES REGISTRATION STATEMENT FOR TDS TELECOMMUNICATIONS
                               GROUP COMMON SHARES

March 24, 1998, Chicago, Illinois - Telephone and Data Systems, Inc. [AMEX: TDS]
announced it has filed a registration statement with the Securities and Exchange
Commission for an offering of its TDS Telecommunications  Group Common Shares, a
class of common stock of TDS which will track the performance of the TDS Telecom
Group.  Credit  Suisse First Boston and Salomon Smith Barney will serve as joint
lead  managing  underwriters  for the offering,  with  Goldman,  Sachs & Co. and
Donaldson,  Lufkin & Jenrette  Securities  Corporation  serving  as  co-managing
underwriters for the offering.

TDS  Telecom   Group  is   principally   comprised  of  TDS   Telecommunications
Corporation,  the ninth largest non-Bell local exchange telephone company in the
United States measured in terms of access lines.  TDS Telecom provides rural and
suburban  consumers and businesses with landline local telephone service through
its switching and intra-city network.  Long distance or toll service is provided
through connections with long-distance carriers, primarily AT&T and the Regional
Bell Operating  Companies which purchase  network access from the Telecom Group.
The Telecom Group also operates USLink,  a regional  long-distance  company,  as
well as new business ventures including TDSNET, an Internet access provider; TDS
DATACOM, a LAN wiring business;  and TDS METROCOM,  a competitive local exchange
carrier.

The filing of this registration statement for TDS Telecommunication Group Common
Shares is one step in the previously  announced  restructuring  plan by TDS. TDS
has called a Special  Meeting of Shareholders of the Company to be held on April
27, 1998.  At the Special  Meeting,  shareholders  will vote on a proposal  that
would, among others things,  create three new classes of common stock,  commonly
known as  "Tracking  Stocks,"  which are  intended  to  separately  reflect  the
performance  of  TDS  Telecommunications  Corporation,  United  States  Cellular
Corporation  [AMEX:USM]  and, Aerial  Communications,  Inc.  [NASDAQ:AERL],  the
Company's landline telephone,  cellular, and PCS businesses,  respectively.  The
tracking  stocks  will be  created in  connection  with a change in the state of
incorporation of the Company from Iowa to Delaware.

TDS is a  Chicago-based  telecommunications  company with  established  cellular
telephone,  local telephone 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.

A registration  statement  relating to the TDS  Telecommunications  Group Common
Shares has been

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filed the Securities and Exchange  Commission but has not yet become  effective.
This press release shall not constitute an offer to sell or the  solicitation of
an offer to buy nor shall there be any sale of such  Common  Shares in any State
in  which  such  offer,  solicitation  or sale  would be  unlawful  prior to the
registration or qualification under the securities laws of any such State.


TDS Internet Home Page:  http://www.teldta.com
TDS Telecom Internet Home Page:  http://www.tdstelecom.com

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