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 23, 1997


                        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 23,  1997,  Telephone  and Data  Systems,  Inc.  [AMEX:TDS]
announced that it has entered into a definitive  agreement with TSR Paging, Inc.
("TSR") to combine their respective  paging  businesses.  Under the terms of the
agreement,  TDS proposes to  negotiate  and enter into a merger  agreement  with
American Paging, Inc. [AMEX:APP], pursuant to which a wholly owned subsidiary of
TDS would  acquire all of the issued and  outstanding  stock of APP not owned by
TDS for cash in an amount equal to $2.25 per APP share. Upon consummation of the
merger  in  accordance  with  the  merger   agreement,   TDS  would   contribute
substantially all of the assets and certain, limited liabilities of APP, and TSR
would  contribute  all of its  assets  and  liabilities  to a limited  liability
company called TSR Wireless, LLC. The new company would not assume approximately
$170  million  of debt  owed by APP to TDS.  The  asset  contribution  agreement
provides that, subject to adjustment,  TDS will have a 30% interest and TSR will
have a 70% interest in the new company.

         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:    December 29, 1997


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 December 23, 1997



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EX-99

                                                  Exhibit 99


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

                             TDS ANNOUNCES AGREEMENT
                   TO COMBINE AMERICAN PAGING WITH TSR PAGING

December  23,  1997,  Chicago,  Illinois  -  Telephone  and Data  Systems,  Inc.
[AMEX:TDS] today announced that it has entered into a definitive  agreement with
TSR Paging,  Inc. ("TSR") to combine their respective paging  businesses.  Under
the terms of the  agreement,  TDS proposes to negotiate  and enter into a merger
agreement  with American  Paging,  Inc.  [AMEX:APP],  pursuant to which a wholly
owned subsidiary of TDS would acquire all of the issued and outstanding stock of
APP not owned by TDS for cash in an amount  equal to $2.25 per APP  share.  Upon
consummation  of the merger in accordance with the merger  agreement,  TDS would
contribute  substantially all of the assets and certain,  limited liabilities of
APP, and TSR would  contribute  all of its assets and  liabilities  to a limited
liability  company  called TSR  Wireless,  LLC. The new company would not assume
approximately  $170 million of debt owed by APP to TDS.  The asset  contribution
agreement provides that, subject to adjustment, TDS will have a 30% interest and
TSR will have a 70% interest in the new company.

The  Board of  Directors  of APP is  expected  to refer  the  offer to a special
committee of independent directors for review and recommendation.  The formation
of  the  new  company,  while  subject  to a  number  of  conditions,  including
consummation of the merger and regulatory approvals, is expected to occur by the
end of March 1998.

TDS currently  owns 12.5 million  Series A Common Shares and 4.0 million  Common
Shares of APP,  representing  approximately  82% of the issued  and  outstanding
shares of APP. In connection with the asset contribution agreement,  TDS and TSR
Wireless  have also  entered  into an  option  agreement  pursuant  to which TDS
granted TSR Wireless an option to acquire certain intercompany  liabilities owed
by APP to TDS under certain conditions.

LeRoy T, Carlson,  Jr., President and CEO of TDS, and Mitchell Sacks,  President
of TSR,  said in a joint  statement  that the merger  will  create a dynamic new
company that will be a major force in the paging industry  throughout the United
States.  Combined,  the new  company  will have more than 2.2  million  customer
units,  more than 160 retail outlets and the financial and technical  ability to
create a  nationwide  paging  network.  Sacks will be the  President  of the new
company.

TSR Paging,  founded in 1975, is ranked  seventh in the United  States  wireless
messaging  industry and is its largest  privately-owned  company.  Based in Fort
Lee, New Jersey,  the company has 700  employees  and  currently  operates in 10
states with 1.45 million

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customer units and 900 transmitters in service.

American Paging, Inc., in business since 1980, is ranked twelfth in the industry
in terms of customer units in service.  Based in Minneapolis,  APP has more than
600  employees  and operates in 21 states with  approximately  800,000  customer
units and more than 1,000 transmitters.

"With our combined  base of 2.2 million  customer  units and the dynamic  growth
rates of both companies, we expect the new company to establish itself as one of
the nation's top five paging  companies within the next year," Carlson and Sacks
declared. "For the customers of both companies, the transition will be virtually
seamless. In the short term, there will be no interruption in services or change
in costs.  In the long term,  we intend that the new company  will  provide even
better service and offer a broader range of advanced product choices."

The present TSR and APP paging  businesses are quite  complementary  and largely
concentrated in different  parts of the United States,  Carlson and Sacks noted.
APP is  strong in the  southeastern  and  midwestern  states,  with its  largest
markets in Florida,  Minneapolis/St.  Paul and Washington, D.C. TSR is strong in
the northeast and southwest,  with its largest markets in New York, Los Angeles,
and San Francisco.  Where they have  overlapping  networks,  including  Chicago,
Washington,  D.C.,  and Arizona,  the new company will  continue to operate both
until a selection  is made to migrate  customers  to a single  network that will
best serve their needs.

The two companies'  marketing profiles are also  complementary.  TSR has a large
reseller program and rapidly  expanding  retail presence,  with over 160 stores.
APP has a well-developed  direct channel  distribution system and nationwide PCP
and n-PCS licenses which provide growth potential for the new company.

The new company  will  operate the  nation's  first  commercial  two-way  paging
network using the ReFLEX 25 protocol,  which APP is launching in Pittsburgh.  It
will also take over APP's  national  customer  service  center in Oklahoma City,
which opened in April of 1996. The center gives  customers  toll-free  access to
state-of-the-art    customer-call    processing    technology    24-hours-a-day,
seven-days-a-week.

"This  combination  will  be good  for the  customers,  employees  and  business
partners of both TSR Paging and American  Paging,"  declared  Carlson and Sacks.
"Paging   will   continue   to  have   an   important   role  in  the   personal
telecommunications industry because, for many customer needs, it offers distinct
advantages over cellular and other technologies.  This combination creates a new
company that we believe will have the  resources it takes to succeed and grow in
the paging industry: people, financial, and technical."

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.


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Internet home pages:     TDS                     http://www.teldta.com
                         American Paging         http://www.americanpaging.com
                         TSR Paging              http://www.beep.com




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