TELEPHONE & DATA SYSTEMS INC /DE/
424B3, 2000-11-29
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                                Registration Number 033-59435-99
                                                     Filed Pursuant to 424(b)(3)


PROSPECTUS

                        TELEPHONE AND DATA SYSTEMS, INC.
                                  COMMON SHARE
                         AUTOMATIC DIVIDEND REINVESTMENT
                                       AND
                               STOCK PURCHASE PLAN
                                  Common Shares
                                 $0.01 Par Value

         The Common Share  Automatic  Dividend  Reinvestment  and Stock Purchase
Plan,  as  amended,  which we  refer to in this  Prospectus  as the  "Plan",  is
sponsored by  Telephone  and Data  Systems,  Inc.,  a Delaware  corporation  and
relates to its Common  Shares,  par value $.01 per share.  The Common Shares are
listed on the American Stock  Exchange under the listing symbol "TDS".  The Plan
provides  eligible  holders,  as defined in the Plan, of TDS's Common Shares and
Preferred Shares with a systematic,  economic and convenient method of investing
cash dividends  from such shares and/or limited  optional cash payments in newly
issued Common  Shares  without  payment of any  brokerage  commission or service
charge and, in the case of  reinvested  cash  dividends,  at a 5% discount  from
market value, as determined  below.  This  Prospectus  relates to 500,000 Common
Shares covered by the Registration Statement of which this Prospectus is a part.

         The TDS Common  Shares have less voting  power than its Series A Common
Shares. The Series A Common Shares, which have effective control of TDS, are not
being  offered by this Plan.  The holders of the TDS Series A Common Shares have
their own Automatic Dividend Reinvestment Plan.

         As a Participant in the Plan, you may:

                1.  have  cash  dividends  on  all of  your  Common  Shares  and
Preferred Shares  automatically  reinvested and you have the option of investing
limited additional amounts by making cash payments, or

                2. have cash  dividends  on less than all of your Common  Shares
and  Preferred  Shares,  but not less than 10 shares  of each  class or  series,
automatically  invested  while  continuing to receive the remainder of your cash
dividends  and you have the option of investing  limited  additional  amounts by
making cash payments, or

                3. invest only by making optional cash payments of not less than
$10 per payment or more than $5,000 per quarter.

         The price for the Common Shares  purchased  with  reinvested  dividends
will be 95% of the  average  daily high and low sales  prices for the TDS Common
Shares on the American Stock  Exchange,  as reported in The Wall Street Journal,
for a  period  of  ten  consecutive  trading  days  ending  on the  trading  day
immediately  preceding  the day on which the  purchase is made.  The  investment
dates for reinvested  dividends will be the dividend payment dates. The price of
the Common  Shares  purchased  with  optional  cash payments will be 100% of the
average of the daily high and low sales  prices for TDS's  Common  Shares on the
American Stock Exchange, as reported in The Wall Street Journal, for a period of
ten consecutive trading days ending on the trading day immediately preceding the
day on which the  purchase  is made.  The  investment  dates for  optional  cash
payments will be the first business trading day of each month.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or  disapproved  of these  securities or has passed upon
the accuracy or adequacy of this Prospectus.  Any representation to the contrary
is a criminal offense.

               The date of this Prospectus is November 29, 2000


<PAGE>
                               TABLE OF CONTENTS
                                                                            Page

         Summary of the Plan...................................................3
         Telephone and Data Systems, Inc.......................................4
         Use of Proceeds.......................................................4
         Common Share Automatic Dividend Reinvestment and Stock Purchase Plan..4
         Purpose...............................................................4
         Advantages............................................................4
         Administration........................................................5
         Participation.........................................................5
         Costs.................................................................8
         Purchases.............................................................8
         Optional Cash Payments................................................9
         Reports to Participants..............................................10
         Dividends............................................................10
         Certificates for Shares..............................................10
         Safekeeping of Shares................................................11
         Withdrawal...........................................................11
         Other Information....................................................12
         Termination by TDS...................................................15
         Legal Matters........................................................15
         Experts..............................................................15
         Where You Can Find More Information..................................15

Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary
Statement

This  Prospectus  and the documents  incorporated  by reference  herein  contain
statements  that  are  not  based  on  historical  fact,   including  the  words
"believes,"  "anticipates,"  "intends,"  "expects,"  and  similar  words.  These
statements  constitute  "forward-looking"  statements  within the meaning of the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may  cause  the  actual  results,  events or  developments  to be  significantly
different from any future results,  events or developments  expressed or implied
by such forward-looking statements. Such factors include:

*        general economic and business conditions, both nationally and in the
         regions in which TDS operates,

*        technology changes,

*        competition,

*        changes in the telecommunications regulatory environment,

*        pending and future litigation,

*        acquisitions/divestitures of properties and or licenses,

*        changes in customer growth rates,  penetration rates, churn rates,
         roaming rates and the mix of products and services offered
         in our markets, and

*        other factors described or incorporated in this Prospectus.



Investors  are  encouraged to consider  these and other risks and  uncertainties
that are discussed in documents  filed by TDS with the  Securities  and Exchange
Commission.

                                       2
<PAGE>

                              SUMMARY OF THE PLAN



*        PARTICIPATION:  TDS  record  shareholders  who own ten or more of TDS's
         Common  Shares  and/or  ten or  more  shares  of any  series  of  TDS's
         Preferred  Shares can participate in the Plan by submitting a completed
         Authorization  Form.  You  may  obtain  Authorization  Forms  from  TDS
         Investor  Relations  at (312)  630-1900.  If your  shares are held in a
         brokerage account, you may participate by having your broker register a
         minimum of ten  shares in the Plan.  No action is  required  if you are
         already participating in the Plan.

*        REINVESTMENT OF DIVIDENDS:  You can reinvest your cash dividends on all
         or a portion of your Common and/or Preferred Shares,  but not less than
         ten shares of each class or series of participating securities,  toward
         the purchase of additional shares of TDS stock without paying fees.

*        OPTIONAL CASH INVESTMENTS:  After you are enrolled in the Plan, you can
         buy  additional TDS Common Shares without paying fees. You can invest a
         minimum  of $10  per  payment  up to a  maximum  of  $5,000  in any one
         quarter.  You can pay by check or money order  payable to the Agent for
         the Plan,  and any optional  cash payment  received  prior to the fifth
         business  day prior to the end of a month will be invested on the first
         business trading day of the next month.

*        PRICE FOR  SHARES:  The  price for the  Common  Shares  purchased  with
         reinvested  dividends  will be 95% of the  average  daily  high and low
         sales prices for TDS's Common Shares on the American Stock Exchange, as
         reported in The Wall Street  Journal,  for a period of ten  consecutive
         trading days ending on the trading day immediately preceding the day on
         which the purchase is made.  The price of the Common  Shares  purchased
         with  optional  cash  payments will be 100% of the average of the daily
         high and low sales prices for TDS's Common Shares on the American Stock
         Exchange,  as reported in The Wall Street Journal,  for a period of ten
         consecutive   trading  days  ending  on  the  trading  day  immediately
         preceding the day on which the purchase is made.

*        INVESTMENT DATES: The Investment Dates for reinvested dividends will be
         the dividend  payment  dates.  The  Investment  Dates for optional cash
         payments will be the first business trading day of each month.

*        SAFEKEEPING  OF  CERTIFICATES:  You  can  transfer  to  the  Agent  for
         safekeeping your TDS stock certificates  representing the Common Shares
         on which you are having  dividends  reinvested under the Plan. There is
         no charge  for this  service.  A  certificate  for any  number of whole
         shares credited to an account will be sent to you, free of charge, upon
         written request.

*        WITHDRAWAL FROM THE PLAN: You may withdraw from the Plan at any time by
         notifying  the Agent in writing.  A  certificate  for the whole  Common
         Shares  credited  to your  account,  along with a cash  payment for any
         fractional  share,  will  be  issued  to  you.   Dividends  paid  after
         withdrawal  from the Plan will be paid in cash directly to you,  unless
         you elect to rejoin the Plan by submitting a new Authorization Form.

*        TRACKING  YOUR  INVESTMENT:  You will  receive a statement of your Plan
         account with respect to each month in which a transaction  takes place.
         These  statements  provide  details of the  transactions  and the share
         balance in your program account.


                                       3

<PAGE>

                        TELEPHONE AND DATA SYSTEMS, INC.

         TDS is a diversified  telecommunications  service company that provides
high-quality  telecommunications  services to more than three  million  wireless
telephone and wireline telephone customers.  TDS's business development strategy
is to expand its existing operations through internal growth and acquisitions.


                                 USE OF PROCEEDS

         The  number of Common  Shares  that will be sold under the Plan and the
prices at which  such  shares  will be sold  cannot now be  determined.  The net
proceeds from the sale of such shares will be used by TDS for general  corporate
purposes.  Until the proceeds are used for these purposes,  TDS may deposit them
in interest-bearing  accounts or invest them in certificates of deposit,  United
States Government securities or prime commercial paper.


                 COMMON SHARE AUTOMATIC DIVIDEND REINVESTMENT
                             AND STOCK PURCHASE PLAN

         The following is a question and answer  statement of the  provisions of
TDS's Common Share  Automatic  Dividend  Reinvestment  and Stock  Purchase Plan,
which we refer to as the "Plan". Questions and Answers 1 through 35 both explain
and constitute the Plan.


                                     PURPOSE

1.       What Is The Purpose Of The Plan?

         The purpose of the Plan is to provide eligible  holders,  as defined in
the Answer to Question 4, of TDS's Common  Shares and Preferred  Shares,  with a
systematic, economic and convenient method of investing cash dividends from such
shares  and/or  limited  optional  cash payments in Common Shares of TDS without
payment of any  brokerage  commission  or service  charge,  and,  in the case of
reinvested  cash  dividends,  at a 5% discount from market value,  as determined
below.  Since the additional Common Shares will be purchased  directly from TDS,
the Plan will provide TDS with additional capital funds.


                                   ADVANTAGES

2.       What Are The Advantages Of The Plan?

         You may  purchase  Common  Shares of TDS with cash  dividends on all or
less than all of your TDS Common Shares and/or  Preferred  Shares  registered in
your name,  but not less than 10 shares of each class or series.  See the Answer
to  Question 4. You may also  purchase  Common  Shares as often as monthly  with
optional  cash  payments  of not less  than $10 per  payment,  nor more  than an
aggregate of $5,000 per quarter.  The price of Common Shares purchased with cash
dividends will be 95% of market value as set forth in the Answer to Question 13,
and the price of Common  Shares  purchased  with  optional cash payments will be
100% of market value as set forth in the Answer to Question 13.

         No commission or service charge is paid by  participants  in connection
with purchases  under the Plan.  Full  investment of funds is possible under the
Plan because the Plan permits fractions of shares, as well as full shares, to be
credited to participants'  accounts.  In addition,  dividends in respect of such
fractions,  as  well  as  in  respect  of  full  shares,  will  be  credited  to
participants' accounts and reinvested in TDS's Common Shares under the Plan. The
safekeeping  of Common  Shares  credited to a  participant's  account is assured
since  certificates  for such  shares are not  issued  unless  requested  by the
participant.  Regular  statements  of account  will  provide  simplified  record
keeping.

                                       4
<PAGE>

                                 ADMINISTRATION

3.       Who Administers The Plan?

         Computershare  Investor  Services acts as an Agent for  participants in
the Plan.  The Agent keeps a continuing  record of each  participant's  account,
sends periodic  statements of account to each  participant  with respect to each
month in which a transaction  takes place and performs other duties  relating to
the Plan.  Common Shares of TDS  purchased  under the Plan will be registered in
the name of the Agent or its nominee, as Agent for each participant in the Plan,
and will be credited to the accounts of the respective participants.  Should the
Agent  resign,   another  bank  will  be  asked  to  serve  as  the  Agent.  All
communications  regarding  the Plan  should  be sent to the Agent  addressed  as
follows:

            Telephone and Data Systems, Inc.
            Common Share Automatic Dividend Reinvestment and Stock Purchase Plan
            c/o Computershare Investor Services
            P.O. Box A3309
            Chicago, Illinois  60690-3309
            Telephone: 877/337-1575

         Agent also acts as dividend  disbursing  and  transfer  agent for TDS's
Common Shares.


                                  PARTICIPATION

4.       Who Is Eligible To Participate?

         Holders of record of ten or more of TDS's Common  Shares  and/or ten or
more  shares  of  any  of  TDS's  series  of  Preferred  Shares  are eligible to
participate  in the Plan.   Beneficial owners of Common Shares and any series of
Preferred Shares which  currently are  registered in names other than their own,
for example,in the name of a broker or bank nominee,  who wish to participate in
the Plan must either make  appropriate  arrangements for their  nominee to do so
or must become security  owners of record by having a minimum  of ten  shares of
each  class or series  of  securities they  wish  to  participate  in  the  Plan
transferred into their own name.

         All  holders  of record of ten or more of each of the above  securities
are eligible to participate in the Plan,  unless they are citizens of a state or
foreign  jurisdiction  in  which  it  would be  unlawful  for  TDS to allow such
participation.  TDS is not aware of any  jurisdiction in which the making of the
offer is not in compliance  with valid  applicable  law. If TDS becomes aware of
any  jurisdiction  in which the making of the offer  would not be in  compliance
with valid  applicable law, TDS will make a good faith effort to comply with any
such law. If, after such good faith effort, TDS cannot comply with any such law,
the  offer  will  not be  made  to  holders  of  shares  residing  in  any  such
jurisdiction.  In those  jurisdictions whose securities or blue sky laws require
the offer to be made by a  licensed  broker or  dealer,  the offer  shall not be
deemed to be made  unless it is made on behalf of TDS by one or more  registered
brokers or dealers which are licensed  under the laws of such  jurisdiction,  as
may be designated by TDS.


5.       How Does An Eligible Shareholder Participate?

         An  eligible  shareholder  may join the Plan at any time by  signing an
"Authorization  Form" and returning it to the Agent. An  Authorization  Form and
postage paid envelope may be obtained by written request  addressed to the Agent
at the above address or by writing or calling TDS as follows:

            Telephone and Data Systems, Inc.
            Common Share Automatic Dividend Reinvestment and Stock Purchase Plan
            30 N. LaSalle, Suite 4000,Chicago, Illinois  60602
            Attn: Investor Relations Coordinator - Telephone:  312/630-1900


                                       5
<PAGE>

6.       When Does An Eligible Shareholder's Participation Start?

Common Shareholders

         If an Authorization  Form directing  dividend  reinvestment is received
from a Common Shareholder by the Agent on or before the last business day of the
month preceding the next dividend payment,  that dividend will be applied to the
purchase of Common Shares under the Plan. If the  Authorization  Form  directing
dividend  reinvestment is received after that date,  dividend  reinvestment will
begin with the next succeeding payment.  Cash dividends on the Common Shares are
ordinarily paid in March, June, September and December.

         For  example,  if TDS's Board of Directors  establishes  June 30 as the
payment  date for a Common  Share cash  dividend,  then in order to reinvest the
dividends  payable  on June 30 in new  Common  Shares  under the Plan,  a Common
Shareholder's Authorization Form must be received by the Agent no later than the
last business day in May. If the  Authorization  Form is received after the last
business day in May, the  dividends  payable on June 30 will be paid in cash and
the Common  Shareholder's  participation in the Plan will commence with the next
Common Share cash dividend payment date.

Preferred Shareholders

         If an Authorization  Form directing  dividend  reinvestment is received
from a  Preferred  Shareholder  on or  before  the 30th day  preceding  the next
dividend payment, that dividend will be applied to the purchase of Common Shares
under the Plan. If the  Authorization  Form directing  dividend  reinvestment is
received  after  that  date,  dividend  reinvestment  will  begin  with the next
succeeding cash dividend payment.

         For  example,  for  holders of  Preferred  Shares  with cash  dividends
payable on June 1 or July 1 to reinvest cash dividends payable on these dates in
new Common Shares under the Plan, an Authorization  Form must be received by the
Agent no later  than  May 2 or June 1 as the case may be.  If the  Authorization
Form is received after May 2 or June 1 the dividends payable on June 1 or July 1
as the  case  may be,  will be paid  in  cash  and the  Preferred  Shareholder's
participation in the Plan will commence with the next applicable Preferred Share
cash dividend payment date.

Optional Cash Payments

         Optional cash payments may be made at any time upon or after enrollment
in the Plan and will be used to purchase new Common Shares for the participant's
account  under the Plan as set forth in the Answers to Questions 12, 13, 15, 16,
17 and 18.


7.       If I Am Currently Enrolled In The Plan, Do I Need To Take  Any  Action,
         Or Will My Participation In The Plan Continue?

         A  Common and/or Preferred  Shareholder  enrolled  in  the  Plan   will
continue  to be enrolled in the Plan in accordance with the participation option
previously chosen under the  Plan, provided he or she is an eligible shareholder
as set forth in the Answer to Question 4, and  thus entitled to  participate  in
the Plan, and is investing dividends on a  minimum of ten  Common Shares held of
record.

         If an eligible shareholder currently enrolled in the Plan does not wish
to  participate  in the Plan,  he or she  should  withdraw  from the Plan in the
manner  described  in the  Answers  to  Questions  24  and  25.  If an  eligible
shareholder wishes to  change the  nature of his or her participation, he or she
should  return an  Authorization  Form  as  described  herein.  If  an  eligible
shareholder enrolled in the  Plan does not wish to withdraw or change the nature
of his or her participation,  he or she will be continued  in the Plan, the cash
dividends on those  Common  Shares  owned  of  record  by that  shareholder  and
designated for reinvestment under the  Plan and those Common Shares held for the
Shareholder  in the TDS Share Owner's  Account will be used to  purchase  Common
Shares under the Plan at the 5% discount, and he or  she  may  continue to  make
optional  payments of at least  $10 per payment  up  to  a maximum of $5,000 per
quarter.



                                       6
<PAGE>

8.       What Does The Authorization Form Provide?

        The  Authorization  Form provides for the purchase of new Common Shares
through the following investment options offered under the Plan:

         Full  Reinvestment  - Cash  dividends  on all Common  and/or  Preferred
         Shares  held of record by an eligible  shareholder  will be invested at
         95% of market  value - see the Answer to  Question  13.  Optional  cash
         payments  of at least $10 per  payment  may also be invested at 100% of
         the market value, up to an aggregate of $5,000 per quarter.

         Partial  Reinvestment  - Cash dividends on less than all of the shares,
         but not less than 10 shares  of each  class or series of  participating
         securities,  held of record by an eligible shareholder will be invested
         at 95% of  market  value  - see  the  Answer  to  Question  13- and the
         shareholder  will  continue  to  receive  cash  dividends  on the other
         shares.  Optional cash payments of at least $10 per payment may also be
         invested at 100% of the market value,  up to an aggregate of $5,000 per
         quarter.

         Optional Payments Only - Optional cash payments may be made of not less
         than $10 per  payment  and not more than an  aggregate  of  $5,000  per
         quarter at 100% of market value - see Answer to Question 13.

         Cash dividends on Common Shares credited to the  participant's  account
under the Plan,  including  fractional shares,  are automatically  reinvested to
purchase  additional  Common  Shares  no matter  which  option  is  chosen.  The
Authorization  Form also serves to appoint  Computershare  Investor  Services as
Agent for the participant.

         If a  shareholder  holds more than one class or series of securities or
has more than one  stock  account  pursuant  to which he or she is  eligible  to
participate in the Plan - see the Answer to Question 4, a separate Authorization
Form is required for each class and series of  securities  and each account that
he or she wishes included in the Plan.


9.       Is Partial Participation Possible Under The Plan?

         Yes. An eligible  shareholder who desires the dividends on only some of
his or her full Common and/or Preferred Shares to be invested under the Plan may
indicate such number of shares upon the applicable  Authorization  Form(s) under
"Partial  Dividend  Reinvestment"  provided  that in no  event  may an  eligible
shareholder  elect to invest dividends on less than ten such shares - see Answer
to Question 4.


10.      May A  Participant  Change  His Or Her  Method Of  Participation  After
         Enrollment?

         Yes. If a shareholder  elects to  participate  pursuant to the optional
cash  payment  option  only but later  decides  to enroll in either  the full or
partial  reinvestment  option,  a new  Authorization  Form may be  executed  and
returned  to the Agent.  If a  shareholder  elects to  participate  through  the
reinvestment  of  dividends  but later  decides to change the class or series of
securities  or  number  of  shares,  but not less  than ten  shares,  for  which
dividends are being  reinvested or to participate  pursuant to the optional cash
payment  option only, a new  Authorization  Form may be executed and returned to
the Agent. It should be remembered  that, even if a shareholder is enrolled only
pursuant to the optional cash payment option,  the Agent will reinvest dividends
on all shares credited to the shareholder's Plan account in new Common Shares.




                                        7
<PAGE>

                                     COSTS

11.      Are There Any Expenses To  Participants  In Connection  With  Purchases
         Under The Plan?

         No.  Participants  will  incur no costs.  There are no  brokerage  fees
because   Common  Shares  are   purchased   directly  from  TDS.  All  costs  of
administration of the Plan will be paid by TDS.


                                   PURCHASES

12.      When Are The Purchase Or Investment Dates?

Common Share Cash Dividends

         The Investment  Dates for Common Shares  purchased  under the Plan with
cash dividends on Common Shares are the cash dividend payment dates. TDS usually
pays cash dividends on its Common Shares in March, June, September and December.

Preferred Share Cash Dividends

         The Investment  Dates for Common Shares  purchased  under the Plan with
cash dividends on Preferred Shares are the dividend payment dates for the series
of Preferred Shares whose dividends are being reinvested.

         TDS's  various  outstanding  series of Preferred  Shares  generally pay
dividends in cycles of January 1, April 1, July 1 and October 1 or March 1, June
1, September 1 and December 1.

Optional Cash Payments

         The Investment Date for any optional cash payment is the first business
day of each  calendar  month on which  TDS's  Common  Shares  are  traded on the
American Stock Exchange.


13.      How Will The Purchase Price Of Common Shares Be Determined?

Dividend Reinvestment Purchase Price

         The price of Common Shares  purchased  with  reinvested  cash dividends
will be 95% of the  average  daily high and low sales  prices  for TDS's  Common
Shares on the American Stock  Exchange,  as reported in The Wall Street Journal,
for a  period  of  ten  consecutive  trading  days  ending  on the  trading  day
immediately  preceding the Investment Date. If there is no trading in the Common
Shares reported on the American Stock Exchange for a substantial  amount of time
during any such trading period, the purchase price per share shall be determined
by TDS on the basis of such market quotations as it shall deem  appropriate.  No
Common Shares will be sold by TDS at less than the par value of such shares.

Optional Cash Payment Purchase Price

         The price of Common Shares  purchased  with optional cash payments will
be the average of the daily high and low sales prices for TDS's Common Shares on
the  American  Stock  Exchange,  as reported in The Wall Street  Journal,  for a
period of ten  consecutive  trading  days ending on the trading day  immediately
preceding the Investment  Date. If there is no trading in the shares reported on
the American  Stock  Exchange for a  substantial  amount of time during any such
trading  period,  the purchase price per share shall be determined by TDS on the
basis of such market quotations as it shall deem  appropriate.  No Common Shares
will be sold by TDS at less than the par value of such shares.




                                       8
<PAGE>

14.      How Many Common Shares Will Be Purchased For Participants?

         The number of Common Shares to be purchased on an Investment  Date will
be determined by the amount of each participant's dividends, including dividends
on Common Shares  purchased under the Plan,  and/or optional cash payments being
invested and the  applicable  price of TDS's Common Shares.  Each  participant's
account in the Plan will be credited with the number of Common Shares, including
fractional  shares computed to four decimal  places,  equal to the amount of the
dividends being invested divided by 95% of the applicable  purchase price and/or
the total amount of any optional cash payments being invested divided by 100% of
the applicable purchase price.


                             OPTIONAL CASH PAYMENTS

15.      How Is The  Optional  Cash  Payment  Applied To The  Purchase Of Common
         Shares?

         Only shareholders who submit a signed  Authorization  Form are eligible
to make optional cash purchases.  Optional  payments received prior to the fifth
business day prior to the end of a month will be invested on the first  business
trading day of the next month. Optional payments not received prior to the fifth
business day prior to the end of the month will be deposited and invested at the
next succeeding monthly optional cash payment  Investment Date. For example,  an
optional cash payment received in the last five business days in May will not be
invested until the first business trading day in July.


16.      How Are The Optional Cash Payments Made?

         The option to make cash  payments  of not less than $10 per payment and
not  more  than  an  aggregate  of  $5,000  per  quarter  is  available  to each
participant.  Cash payments  should be sent  directly to the Agent.  Payments of
less than $10 or any amount over $5,000 in the  aggregate in any quarter will be
returned to the shareholder.  For example,  if the Agent receives  optional cash
payments  of $2,000 in  January,  $1,500 in  February  and $2,000 in March,  the
$5,500 received for the quarter exceeds the $5,000 limit.  Therefore,  $500 will
be refunded.

         If any holders of record or beneficial  owners are affiliates or acting
in concert or as a group,  based on the good faith  judgment of TDS, such record
holders or beneficial  owners will be treated as one participant for purposes of
the optional  cash  payments  under the Plan.  Consequently,  such group will be
limited to cash  payments of not more than an  aggregate  of $5,000 per quarter.
Any  payments  over $5,000 in the  aggregate  in any quarter will be returned to
such group.  If such group does not properly  designate  how any  optional  cash
payment up to $5,000 per quarter should be allocated among persons in the group,
such payment  will also be returned.  An affiliate of a person is a person that,
directly  or  indirectly,  through  one or  more  intermediaries,  controls,  is
controlled by or is under common control with such person.

         An optional cash payment may be made by a participant when enrolling by
enclosing a check or money order  payable to  Computershare  Investor  Services,
Agent for the Plan,  with the  Authorization  Form.  Thereafter,  optional  cash
payments may be made through the use of cash payment forms sent to  participants
as part of their  statements.  The same  amount  of money  need not be sent each
quarter,  and there is no  obligation  to make an  optional  cash  payment  each
quarter.


17.      When Should The Optional Cash Payment Be Made?

         Optional cash payments will be invested on the first  business  trading
day of each month - see the Answer to Question  12. ANY  OPTIONAL  CASH  PAYMENT
RECEIVED BY TDS ON OR AFTER THE FIFTH BUSINESS DAY PRIOR TO THE END OF THE MONTH
WILL BE HELD BY THE  AGENT  UNTIL  THE NEXT  SUCCEEDING  MONTH'S  OPTIONAL  CASH
PAYMENT  INVESTMENT DATE - See Answer to Question 15. SINCE INTEREST WILL NOT BE
PAID BY THE AGENT ON OPTIONAL CASH PAYMENTS, IT IS SUGGESTED THAT THESE PAYMENTS
SHOULD BE SENT TO THE  AGENT AS NEAR IN TIME  PRIOR TO THE  FIFTH  BUSINESS  DAY
PRIOR TO THE END OF THE MONTH AS POSSIBLE ALLOWING ADEQUATE TIME FOR MAILING.



                                       9
<PAGE>

18.      May Optional Cash Payments Be Returned To A Participant?

         Optional  cash  payments  received  by the Agent will be  returned to a
participant  upon written request by such  participant  received by the Agent at
least 48 hours prior to the Investment Date.


                             REPORTS TO PARTICIPANTS

19.      What Reports Will Be Sent To Participants In The Plan?

         Each  participant  in the Plan will  receive a statement  of his or her
account with  respect to each month in which a  transaction  takes place.  These
statements  are a  participant's  continuing  record  of the  cost of his or her
purchases.  Participants should retain these statements for income tax purposes.
Each statement will set forth the following information when applicable:

         a.       The total number of Common  Shares  registered  in the name of
the participant which is participating in the Plan.

         b.       The total number of Preferred Shares registered in the name of
the participant which is participating in the Plan.

         c.       The total number of Common Shares which have been  accumulated
under  the Plan by the  Participant  but for  which  certificates  have not been
issued -See Answer to Question 21.

         d.       The  following  information  for each  transaction  during the
month and all transactions to date during the current year:

                  1.     the amount of dividends, and/or optional cash invested;

                  2.     the price per Common Share for each transaction;

                  3.     the number of Common Shares purchased; and

                  4.     certain tax information.

         In addition,  each  participant  will receive copies of  communications
sent to every other holder of TDS's Common  Shares,  including the Annual Report
to  Shareholders,  Notice of Annual Meeting of Shareholders and Proxy Statement,
and IRS information on Form 1099 for reporting dividend income.


                                    DIVIDENDS

20.      Will Participants Be Credited With Dividends On Fractions Of Shares?

         Yes.  Participants  will be  credited  with  the  amount  of  dividends
attributable  to fractions of shares in their  accounts  under the Plan and such
dividends will be reinvested.


                             CERTIFICATES FOR SHARES

21.      Will Certificates Be Issued For Common Shares Purchased Under The Plan?

         Normally, certificates for TDS's Common Shares purchased under the Plan
will not be issued to  participants.  The number of Common Shares  credited to a
participant's  account under the Plan will be shown on each statement of account
mailed to the  participant.  This convenience  protects against loss,  theft, or
destruction of stock certificates.



                                       10
<PAGE>

         Certificates  for any  number of whole  Common  Shares  credited  to an
account  under  the  Plan  will  be  issued  upon  the  written  request  of the
participant  to the Agent and issuance of such  certificates  will not terminate
participation  in the Plan.  Any  remaining  full shares and fraction of a share
will continue to be credited to the participant's Plan account.

         Dividends on Plan Common  Shares for which a  participant  requests and
receives a  certificate  will be  reinvested  in TDS's  Common  Shares at the 5%
discount  under  the Plan and the  Common  Shares  purchased  therewith  will be
credited  to  the  Participant's  Plan  if  the  participant  continues  to  own
these Common  Shares and has elected full dividend reinvestment of Common Shares
on his or her  current  Common  Share  Authorization  Form.  A  participant  who
continues to own the Common Shares in question and desires to have the dividends
on these  shares  reinvested  in TDS's  Common  Shares  but who does not have an
existing  Authorization  Form for  Common  Shares or has  elected  only  partial
reinvestment of his or her Common Share  dividends on the current  Authorization
Form will have to execute a new Authorization Form and return it to the Agent as
set forth in the Answer to Question  10.  Otherwise,  dividends  on these Common
Shares will not be  reinvested in TDS's Common Shares at the 5% discount as they
were when they were held for the participant in the Plan.  Rather, the dividends
on the Common Shares in question will be paid to the Shareholder in cash.

         Common Shares  credited to the account of a participant  under the Plan
may not be pledged as collateral otherwise transferred. A participant who wishes
to pledge or transfer such shares must request that certificates for such shares
be issued in his or her name.

         Certificates  for  fractional  shares  will  not be  issued  under  any
circumstances.

         An institution that is required by law to maintain physical  possession
of  certificates  may request a special  arrangement  regarding  the issuance of
certificates  for Common Shares purchased under the Plan. This request should be
sent to the Agent - see Answer to Question 3.


22.      In Whose Name Will Certificates Be Issued?

         Accounts   under  the  Plan  are  maintained  in  the  names  in  which
certificates  of the  participants  were registered at the time they entered the
Plan.  Consequently,  certificates  for whole shares  issued upon the request of
participants will be similarly registered.


                              SAFEKEEPING OF SHARES

23.      May Participants Transfer Shares Which Are Designated For Participation
         In The Plan To The Agent For Safekeeping?

         Yes.   Participants   may   transfer  to  the  Agent  for   safekeeping
certificates  representing Common Shares registered in their names. These shares
will be credited to the participants'  accounts under the Plan along with shares
purchased  for them  under the Plan.  There is no charge for this  service.  The
stock  certificates  should be sent by registered mail, return receipt requested
and properly insured, to the Agent. Certificates should not be endorsed.

         Dividends will be reinvested in shares  represented by the certificates
transferred to the Agent.


                                   WITHDRAWAL

24.      When May A Participant Withdraw From The Plan?

         A  participant  may withdraw from the Plan at any time by notifying the
Agent in writing. If the notice of termination is received by the Agent prior to
the fifth  business day preceding the record date for the next Common Share cash
dividend or prior to the 14th day preceding the next applicable  Preferred Share
cash  dividend,  as the case may be, the amount of that dividend will be paid to
the withdrawing participant, and any optional cash payment which would otherwise
have been invested on such  Investment  Date will be returned to the withdrawing
participant, provided that the notification of termination is received more than
five  business  days prior to the  Investment  Date on which that  optional cash
payment would have been  invested.  If the notice of  termination is received by
the Agent on or after the record date for the next Common Share cash dividend or
on or after the 14th day  preceding  the next  applicable  Preferred  Share cash
dividend,  as the  case  may  be,  the  next  dividend  will be  reinvested  and
subsequent

                                       11
<PAGE>

dividends  will be paid in cash.  If  notification  of  termination  is received
during the five business days prior to the Investment  Date on which an optional
cash payment would be invested, that cash payment will be invested.

        Dividends  paid  after  withdrawal  from the Plan  will be paid in cash
directly to the  shareholder  unless he or she elects to rejoin the Plan,  which
the shareholder may do as set forth in the Answer to Question 26.


25.      What Happens When A Participant  Withdraws From The Plan Or The Plan Is
         Terminated?

         When  a  participant  withdraws  from  the  Plan,  or  ceases  to  be a
shareholder  of  record,  or  ceases  to be an  eligible  shareholder,  or  upon
termination  of the Plan by TDS,  a  certificate  for the  whole  Common  Shares
credited to his or her account  under the Plan will be issued and a cash payment
will be made for any  fractional  share.  This cash payment will be based on the
closing  price of TDS's Common Shares on the American  Stock  Exchange as of the
date the written request for withdrawal is received,  or the participant  ceases
to be a  shareholder  of record,  or the  participant  ceases to be an  eligible
shareholder,  or the  Plan is  terminated,  whichever  is  applicable,  or if no
trading occurs on such date, the next day on which the Common Shares are traded.


                                OTHER INFORMATION

26.      When May A Shareholder Rejoin The Plan?

         Generally,  a shareholder may rejoin the Plan at any time,  provided he
or she is an eligible  shareholder,  by  submitting  a new  Authorization  Form.
However, TDS reserves the right to reject any Authorization Form from a previous
participant  on the  grounds of  repeated  joinings  and  withdrawals  from Plan
participation.  Such reservation is intended to minimize administrative expenses
and to encourage use of the Plan as a long-term investment service.


27.      What  Happens If A  Participant  Sells Or  Transfers  All Of His Or Her
         Registered Stock Or Ceases To Be An Eligible Shareholder?

         If a  participant  ceases  to be a  shareholder  of  record  holding  a
certificate  for  shares  on the  books  of TDS,  or  ceases  to be an  eligible
shareholder  as set forth in the Answer to  Question  4, a  certificate  for the
whole Common Shares credited to his or her account under the Plan will be issued
and a cash  payment  will be made  for any  fractional  share.  Thereafter,  the
shareholder  may rejoin the Plan as set forth in the Answer to Question 26 if he
or she is or becomes an eligible shareholder - see the Answer to Question 4.


28.      What Happens When A Participant Who Is Reinvesting  Dividends On All Or
         Less  Than All Of The  Shares  Registered  In His Or Her Name  Sells Or
         Transfers A Portion Of Such Shares?

         If a participant who is reinvesting  dividends on all or only a portion
of shares  registered  in his or her name  disposes of a portion of such shares,
TDS  will  continue  to  reinvest  dividends  on the  remainder  of  the  shares
registered  in  the  participant's  name  up to  the  number  indicated  on  the
participant's Authorization Form as the number of shares for which dividends are
to be reinvested,  provided the participant  remains an eligible  shareholder as
set forth in the Answer to Question 4. For example, if a participant  authorized
TDS to reinvest  dividends on 50 Common  Shares of a total of 100 Common  Shares
registered in his or her name, and then disposes of 25 Common Shares,  TDS would
continue  to  reinvest  dividends  on 50 of  the  remaining  75  shares.  If the
participant  disposes of 95 Common Shares, he or she would no longer be eligible
for  participation  in the Plan, see the Answer to Question 4, and a certificate
for the whole Common Shares  credited to his or her account under the Plan would
be issued and a cash payment would be made for any fractional share remaining in
the account.


29.      Does Participation In The Plan Involve Risk?

         The Plan itself creates no risk. The risk to  participants  is the same
as with any other  investment  in TDS's Common  Shares.  It should be recognized
that since investment  prices are determined as an average of the daily high and
low sales prices for a period of ten  consecutive  trading  dates on which TDS's
Common  Shares are traded,  see Answer to Question 13, a  participant  loses any
advantage otherwise available from being able to select the timing of his or her
investment.  PARTICIPANTS  MUST  RECOGNIZE  THAT  NEITHER  TDS NOR THE AGENT CAN
ASSURE A PROFIT OR  PROTECT  AGAINST A LOSS ON THE  SHARES  PURCHASED  UNDER THE
PLAN.
                                       12
<PAGE>

         SHAREHOLDERS  ARE  REFERRED  TO THE  RISK  FACTORS  DESCRIBED  IN TDS'S
PROSPECTUS  DATED  SEPTEMBER  26,  2000  WHICH IS A PART OF  TDS'S  REGISTRATION
STATEMENT ON FORM S-4,  REGISTRATION  NO.  033-64293,  WHICH IS  INCORPORATED BY
REFERENCE HEREIN.


30.      What Happens If TDS Issues A Stock Dividend,  Declares A Stock Split Or
         Has A Rights Offering?

         Any Common  Shares  distributed  by TDS as a stock  dividend  on shares
credited to a participant's Plan account, or upon any split of such shares, will
be credited to the participant's Plan account.

         Stock  dividends  distributed  on Common  Shares in shares of any other
class of capital stock will be mailed  directly to the  shareholder  in the same
manner as to shareholders not participating in the Plan.  However, if a dividend
reinvestment plan or bookkeeping entry facility is established for the shares of
such other  capital  stock  distributed  as a  dividend,  the  participant  will
automatically  become  a  participant  of  such  dividend  reinvestment  plan or
bookkeeping  entry facility and the shares  distributed to such participant will
instead be  credited  to the  participant's  account.  In a rights  offering,  a
participant's  entitlement  will  be  based  upon  his  or her  total  holdings,
including shares credited to the  participant's  account under the Plan.  Rights
certificates will be issued for the number of whole Common Shares only, however,
and rights  based on a fraction of a Common Share held in a  participant's  Plan
account will be sold for the participant's  account and the net proceeds will be
treated as an optional cash payment.


31.      How Will A Participant's Shares Be Voted At Shareholders' Meetings?

         All Common Shares held in the Plan for a  participant  will be voted as
the  participant  directs  on a proxy or voting  instruction  form which will be
furnished to the  participant.  If the participant  does not return the proxy or
form to the Agent, the Agent will not vote the participant's Plan shares.


32.      What Are The Federal Income Tax  Consequences Of  Participation  In The
         Plan?

         The  following  discussion  sets forth the general  Federal  income tax
consequences  for  participants  in the Plan.  However,  the  discussion  is not
intended to be an exhaustive  treatment of such tax  consequences.  For example,
the discussion does not address the treatment of stock  dividends,  stock splits
or a rights  offering  to  participants  in the Plan.  It also does not  address
differences  in tax treatment with respect to  participants  who do not hold the
Common Shares as capital assets. Because the tax laws are complex and constantly
changing, participants are urged to consult their own tax advisors regarding the
tax  consequences  of  participating  in the Plan,  including the effects of any
applicable  state,  local or foreign tax laws,  and for rules  regarding the tax
basis in special  cases such as the death of a  participant  or a gift of Common
Shares held under the Plan and for other tax  consequences.  Future  legislative
changes or changes in administrative or judicial interpretation,  some or all of
which may be  retroactive,  could  significantly  alter the  Federal  income tax
treatment discussed herein.

         In  general,  participants  in the Plan  who  elect  to  reinvest  cash
dividends will be treated, for Federal income tax purposes,  as having received,
on the  dividend  payment  date, a  distribution  in an amount equal to the fair
market value on the dividend  payment date of the Common Shares  purchased  with
reinvested dividends, rather than a distribution in the amount of cash otherwise
payable to the participant.  Participants  should not be treated as receiving an
additional   distribution   based   upon  their  pro  rata  share  of  the  Plan
administration  costs paid by TDS;  however,  there can be no assurance that the
IRS will  agree with this  position.  TDS has no  present  plans to seek  formal
advice from the IRS on this issue.

         Generally,  the distribution described above - the fair market value of
the Common  Shares  purchased  with  reinvested  dividends  - will be taxable to
participants  as  ordinary  dividend  income to the  extent of TDS's  current or
accumulated earnings and profits for Federal income tax purposes.  The amount of
the  distribution  in  excess  of  such  earnings  and  profits  will  reduce  a
participant's  tax  basis  in  the  CommonShares  with  respect  to  which  such
distribution was received, and, to the extent in excess of such basis, result in
capital  gain.  Certain  corporate  participants  may be entitled to a dividends
received  deduction with respect to amounts treated as ordinary dividend income.
Corporate  participants  should consult their own tax advisors  regarding  their
eligibility for and the extent of such deduction.

                                       13
<PAGE>

         Tax  information  will be shown on the  statements  of account  sent to
participants which participants should retain for tax purposes. These statements
are important for  computing the tax basis of Common Shares  acquired  under the
Plan. The Form 1099 which each  participant  will receive  annually will include
the income which is deemed to result from the receipt of the Common Shares under
the Plan.

         As a general  rule,  the tax basis of shares or any fraction of a share
purchased  with  reinvested  dividends  will equal the fair market value of such
shares or fractional share as reported to participants on their statements.

         A participant  should not be treated as having  received a distribution
from TDS as the result of making an optional  cash payment  under the Plan.  The
tax  basis of  shares or any  fraction  thereof  purchased  with  optional  cash
payments will be the amount of such cash payment.

         The holding period for Common Shares or a fraction  thereof received as
a result of reinvestment  of dividends  under the Plan or through  optional cash
payments will begin on the day following the purchase date.

         Participants  will  generally not realize any taxable  income when they
receive  certificates  for whole Common Shares  credited to their accounts under
the Plan,  either  upon their  request  for  certificates  for  certain of those
shares,  upon  ceasing  to be a  shareholder  of record,  upon  ceasing to be an
eligible  shareholder,  or upon  withdrawal  from or  termination  of the  Plan.
However,  a participant  may realize a gain or loss when Common Shares  acquired
under the Plan are subsequently sold. In addition, participants may realize gain
or loss when they receive a cash  adjustment for fractional  shares  credited to
their  accounts upon  withdrawal  from or termination of the Plan. The amount of
such  gain  or  loss  will  be the  difference  between  the  amount  which  the
participant  receives for his or her shares or fractional  share, and his or her
tax basis therefor (with special rules applying to determine the basis allocable
to shares that are not specifically  identified when the Participant  sells less
than all of his or her shares). Such gain or loss will generally be capital gain
or loss,  and will be long-term  capital gain or loss if the holding  period for
such shares or fractional  shares  exceeds one year. The excess of net long-term
capital gains over net  short-term  capital losses is taxed at a lower rate than
ordinary income for certain taxpayers.  The distinction  between capital gain or
loss and ordinary  income and loss is also relevant for purposes of, among other
things,  limitations on the  deductibility  of capital  losses.  Any loss may be
disallowed  under the "wash sale" rules to the extent the shares disposed of are
replaced,  through the Plan or otherwise  during the 61-day period  beginning 30
days before and ending 30 days after the date of disposition.


33.      What Provision Is Made For  Shareholders,  Foreign And Domestic,  Whose
         Dividends Are Subject To Income Tax Withholding?

         In the case of foreign  shareholders  who elect to have their dividends
reinvested  and  whose  dividends  are  subject  to  United  States  income  tax
withholding, the Agent will invest in TDS's Common Shares an amount equal to the
dividends  of such  foreign  participants  less the amount of tax required to be
withheld.  Optional cash payments received from foreign  shareholders must be in
United  States  currency  and will be invested in the same way as optional  cash
payments from other participants.

         Under  certain  circumstances,  TDS may be required to  backup-withhold
income tax on the dividends of participating  domestic  shareholders,  including
those domestic  shareholders who do not accurately report their dividend income,
fail to provide TDS with their taxpayer  identification number, provide TDS with
an  incorrect  taxpayer  identification  number  or fail to  provide  TDS with a
certificate  setting forth that they are not subject to backup  withholding.  If
this should occur, 31% of the dividend  income,  or such other percentage as may
be required from time to time, will be withheld.

         The statements of account sent to participants will indicate the amount
of any income tax withheld.  TDS cannot refund  amounts  withheld.  Participants
subject  to  withholding  should  contact  their  tax  advisors  or the  IRS for
additional information.


34.      What Are The  Responsibilities Of The Shareholders' Agent And TDS Under
         The Plan?

         In  performing  their duties under the Plan,  the Agent and TDS will at
all times act in the best interests of the participants.  However, they will not
be liable for any act performed in good faith, or for any good faith omission to
act,  including,  without  limitation,  any claims of  liability  arising out of
failure to terminate a participant's account upon such participant's death prior
to receipt of notice in writing of such death.

                                       14
<PAGE>

         Although the Plan  contemplates  the  continuation of quarterly  Common
Share  dividend  payments,  the payment of future  Common Share  dividends  will
depend upon future  earnings,  the amount available for the payment of dividends
by TDS, the financial condition of TDS and other factors.


                               TERMINATION BY TDS

35.      May The Plan Be Changed Or Discontinued?

         TDS reserves the right to suspend,  modify or terminate the Plan at any
time. All participants  will receive notice of such suspension,  modification or
termination.


                                  LEGAL MATTERS

                  Certain legal matters  relating to the  securities  offered by
this  Prospectus  have been  passed  upon for TDS by  Sidley & Austin,  Chicago,
Illinois.  TDS is controlled by a voting trust.  Walter C.D. Carlson,  a trustee
and  beneficiary  of the voting  trust and a director of TDS and U.S.  Cellular,
Michael G. Hron, the General Counsel and an Assistant  Secretary of TDS and U.S.
Cellular and the  Secretary or Assistant  Secretary of certain  subsidiaries  of
TDS, William S. DeCarlo, an Assistant Secretary of TDS and certain  subsidiaries
of TDS, and Stephen P. Fitzell, an Assistant  Secretary of certain  subsidiaries
of TDS, are partners of Sidley & Austin.


                                     EXPERTS

         The audited  consolidated  financial  statements  and  schedules of TDS
incorporated  by  reference  in this  Prospectus  have  been  audited  by Arthur
Andersen  LLP,  independent  public  accountants,  as indicated in their reports
incorporated  by  reference  herein.  The  financial  statements  and  schedules
referred to above have been  incorporated  by  reference  in  reliance  upon the
authority  of such firms as experts in  accounting  and  auditing in giving said
reports.


                       WHERE YOU CAN FIND MORE INFORMATION

                  TDS files reports, proxy statements and other information with
the Securities and Exchange  Commission  ("SEC").  You may inspect and copy such
reports,  proxy  statements  and  other  information  at  the  public  reference
facilities  maintained  by the SEC at Room  1024,  Judiciary  Plaza,  450  Fifth
Street, N.W., Washington,  D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information. Such materials also may be accessed electronically by means
of the SEC's web site at http://www.sec.gov.

         TDS filed a Registration Statement related to the offering described in
this Prospectus.  As allowed by SEC rules,  this Prospectus does not contain all
of the information  which you can find in the  Registration  Statement.  You are
referred to the  Registration  Statement  and the  Exhibits  thereto for further
information.   This  document  is  qualified  in  its  entirely  by  such  other
information.

         The SEC allows us to "incorporate by reference"  information  into this
Prospectus,  which means that we can disclose  important  information  to you by
referring you to another document filed separately with the SEC. The information
incorporated  by reference is deemed to be part of this  Prospectus,  except for
any information superseded by information in this Prospectus.

         This Prospectus incorporates by reference the documents set forth below
that have been previously filed with the SEC. These documents  contain important
information about TDS's business and finances.

1.       TDS's Annual Report on Form 10-K for the year ended December 31, 1999;

2.       TDS's  Quarterly  Reports on Form 10-Q for the quarters ended March 31,
         June 30, and September 30, 2000;

3.       TDS's  Current   Report  on   Form  8-K   reporting  events  on  May 4,
         November 20, and November 24, 2000; and

                                       15

<PAGE>

4.       TDS's  Report on Form  8-A/A-3  dated May 22,  1998,  which  includes a
         description of TDS's capital stock.

5.       TDS's Prospectus dated September 26, 2000.

         This Prospectus also  incorporates  by reference  additional  documents
that may be filed by TDS with the SEC  between the date of this  Prospectus  and
the date our offering is completed.

         You may  obtain  copies of such  documents  which are  incorporated  by
reference  in  this  Prospectus  (other  than  exhibits  thereto  which  are not
specifically  incorporated by reference herein), without charge, upon written or
oral request to Investor  Relations,  Telephone  and Data  Systems,  Inc., 30 N.
LaSalle Street,  Suite 4000,  Chicago,  IL 60602,  (312)  630-1900.  In order to
ensure  timely delivery of  documents, any request therefor should  be made  not
later than five business days prior to making an investment decision.

         You should rely only on the information contained in or incorporated by
reference in this Prospectus.  We have not authorized anyone to provide you with
information  that is different  from what is contained in this  Prospectus.  You
should not assume that the information  contained in this Prospectus is accurate
as of any date other than the date of such  Prospectus,  and neither the mailing
of this Prospectus to shareholders nor the issuance of any securities  hereunder
shall create any implication to the contrary.  This Prospectus does not offer to
buy or sell securities in any jurisdiction where it is unlawful to do so.











                                       16




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