UNITED STATES CELLULAR CORP
8-A12B, 1995-04-28
RADIOTELEPHONE COMMUNICATIONS
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                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                              FORM 8-A


          FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
               PURSUANT TO SECTION 12(b) OR (g) OF THE
                   SECURITIES EXCHANGE ACT OF 1934



                 UNITED STATES CELLULAR CORPORATION
                 ----------------------------------
       (Exact name of registrant as specified in its charter)


             Delaware                           62-1147325
        -----------------------            -------------------
        (State of incorporation             (I.R.S. Employer
        or organization)                    Identification No.)


       8410 West Bryn Mawr, Suite 700, Chicago, Illinois 60631
       -------------------------------------------------------
        (Address of principal executives offices)  (Zip Code)


        If this Form relates to       If this Form relates to
        the registration of a         the registration of a class
        class of debt securities      of debt securities and is to
        and is effective upon         become effective
        filing pursuant to General    simultaneously with the
        Instruction A(c)(1) please    effectiveness of a concurrent
        check the following box. [ ]  registration statement under
                                      the Securities Act of 1933
                                      pursuant to General
                                      Instruction A(c)(2) please
                                      check the following box. [ ]


                Securities to registered pursuant to
                      Section 12(b) of the Act:

                                           Name of each exchange on
        Title of each class                 which each class is to
        to be so registered                      be registered
        -------------------                ----------------------
     Liquid Yield Option Notes due 2015      American Stock Exchange


               Securities to be registered pursuant to
                      Section 12(g) of the Act:

                                None
                    ----------------------------
                           Title of Class


   <PAGE>
   Item 1.   Description of Registrant's Securities to be
             Registered
             ----------------------------------------------------

             The description of registrant's Liquid Yield Option
   Notes due 2015 ("LYONS") appearing under "Description of
   LYONS" in the Preliminary Prospectus included in its
   Registration Statement on Form S-3 (File No. 33-58911)
   is incorporated herein by reference.

             There is no established public trading market for
   the LYONS.  Application is being made to list the LYONS on the
   American Stock Exchange.


   Item 2.   Exhibits
             --------

   Exhibit No.                        Description
   -----------                        -----------

        1         The form of Indenture between the registrant
                  and Harris Trust and Savings Bank, as trustee,
                  is included as Exhibit 4.4 to the registrant's
                  Registration Statement on Form S-3 (File No.
                  33-58911) and is incorporated herein by
                  reference.

        2         The form of LYONS certificate is included as
                  Exhibit 4.5 to the registrant's Registration
                  Statement on Form S-3 (File No. 33-58911)
                  and is incorporated herein by reference.




                               -2-


   <PAGE>
                              SIGNATURE


             Pursuant to the requirements of Section 12 of the
   Securities Exchange Act of 1934, the registrant has duly
   caused this registration statement to be signed on its behalf
   by the undersigned, thereunto duly authorized.

   Date:  April 28, 1995

                                 UNITED STATES CELLULAR CORPORATION



                                 By:  /s/ Kenneth R. Meyers       
                                      ---------------------------
                                      Kenneth R. Meyers
                                      Vice President - Finance
                                      and Treasurer (Chief
                                      Financial Officer)



   ANS95C35.SEC

                               -3-


   <PAGE>
                            EXHIBIT INDEX


   Exhibit No.
   -----------

        1         The form of Indenture between the registrant
                  and Harris Trust and Savings Bank, as trustee,
                  is included as Exhibit 4.4 to the registrant's
                  Registration Statement on Form S-3 (File No.
                  33-58911) and is incorporated herein by
                  reference.

        2         The form of LYONS certificate is included as
                  Exhibit 4.5 to the registrant's Registration
                  Statement on Form S-3 (File No. 33-58911)
                  and is incorporated herein by reference.
<PAGE>


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