UNITED STATES CELLULAR CORP
8-A12B/A, 1995-07-05
RADIOTELEPHONE COMMUNICATIONS
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                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                            FORM 8-A/A-1


          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 registrant's Prospectus dated June 7, 1995,
   which was filed with the Securities and Exchange Commission
   under Rule 424(b)(4), and which relates to the registrant's
   Registration Statement on Form   S-3, as amended (File No. 33-
   58911), is incorporated herein by reference.

             The LYONs are listed on the American Stock Exchange.


   Item 2.   Exhibits
             --------
   Exhibit No.                        Description
   -----------                        -----------

        1         The Indenture dated June 1, 1995 between the
                  registrant and Harris Trust and Savings Bank,
                  as trustee, is included as Exhibit 4.4 to the
                  registrant's Current Report on Form 8-K, dated
                  June 28, 1995, and is incorporated herein by
                  reference.

        2         The form of LYONs certificate is included as
                  Exhibit 4.5 to the Current Report on Form 8-K,
                  dated June 28, 1995, 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:  June 30, 1995

                                 UNITED STATES CELLULAR CORPORATION



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



                                 -3-

   <PAGE>
                            EXHIBIT INDEX


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

        1         The Indenture dated June 1, 1995 between the
                  registrant and Harris Trust and Saving Bank, as
                  trustee, is included as Exhibit 4.4 to the
                  registrant's Current Report on Form 8-K, dated
                  June 28, 1995, and is incorporated herein by
                  reference.

        2         The form of LYONs certificate is included as
                  Exhibit 4.5 to the registrant's Current Report
                  on Form 8-K, dated June 28, 1995, and is
                  incorporated herein by reference.

                                 -4-
<PAGE>


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