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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 to the Amended and Restated Schedule
and Initial Schedule 13G via EDGAR)*
Telephone and Data Systems, Inc.
______________________________________________________________
(Name of Issuer)
Common Shares, $1.00 par value
______________________________________________________________
(Title of Class of Securities)
87943310
______________________________________________________________
(CUSIP Number)
Check the following box if a fee is being paid with the
statement____. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7).
* The remainder of this cover page shall be filed out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
SEC 1745 (2/92)
Page 1 of 5
<PAGE>
13G
CUSIP No. 87943310 Page 2 of 5 Pages
---------- -- --
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Voting Trust under Agreement dated June 30, 1989
36-2669023
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER - 6,252,335.6 - This amount
consists of Series A Common Shares which have
NUMBER OF ten votes per share on all matters and are
SHARES convertible on a share-for-share basis into
BENEFICIALLY Common Shares, and are held by the reporting
OWNED BY persons as trustees of a Voting Trust (see Item
EACH 2 for further explanation).
REPORTING
PERSON 6 SHARED VOTING POWER
WITH Same as 5.
7 SOLE DISPOSITIVE POWER
Same as 5.
8 SHARED DISPOSITIVE POWER
Same as 5.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Same as 5.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - Reporting
persons beneficially own approximately 90.8% of the Series A Common
Shares of the Issuer, representing approximately 11.1% of the
Issuer's outstanding classes of Common Shares and 53.0% of the
Issuer's voting power.
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
<PAGE>
Schedule 13G
Issuer: Telephone and Data Systems, Inc.
Page 3 of 5
Item 1. (a) Name of Issuer:
---------------
Telephone and Data Systems, Inc.
(b) Address of Issuers's Principal Executive
Offices:
------------------------------------------------
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
Item 2. (a) Name of Person Filing:
---------------------
The Voting Trust under Agreement dated June 30, 1989
(b) Address of Principal Business Office:
------------------------------------
c/o Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Citizenship:
-----------
United States
(d) Title of Class of Securities:
----------------------------
Common Shares, $1.00 par value.
(e) CUSIP Number:
------------
87943310
Item 3. (a) - (h)
Not Applicable.
Item 4. Ownership
----------
(a) Amount Beneficially Owned as of December 31,
1994:
------------------------------------------------
See cover page, row 9.
<PAGE>
Schedule 13G
Issuer: Telephone and Data Systems, Inc.
Page 4 of 5
(b) Percent of Class:
----------------
See cover page, row 11.
(c) Number of shares as to which such person has:
--------------------------------------------
(i) Sole power to vote or to direct the
vote:
See cover page, row 5.
(ii) Shared power to vote or to direct the
vote:
See cover page, row 5.
(iii) Sole power to dispose or to direct the
disposition of:
See cover page, row 5.
(iv) Shared power to dispose or to direct the
disposition of:
See cover page, row 5.
Item 5. Ownership of Five Percent or Less of a Class.
--------------------------------------------
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
------------------------------------------------
Not Applicable.
Item 7. Identification and Classification of the
Subsidiary which Acquired the Security Being
Reported on By the Parent Holding Company.
------------------------------------------------
Not Applicable.
Item 8. Identification and Classification of Members of
the Group.
------------------------------------------------
Not Applicable.
Item 9. Notice of Dissolution of Group.
-------------------------------
Not Applicable.
<PAGE>
Schedule 13G
Issuer: Telephone and Data Systems, Inc.
Page 5 of 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 10, 1995 The Voting Trust under Agreement
dated June 30, 1989
By: /s/ LeRoy T. Carlson, Jr.
__________________________
LeRoy T. Carlson, Jr.
Title: A Trustee
Signature Page to Amendment No. 1 to the
Amended and Restated Schedule 13G
relating to the direct beneficial
ownership in the Common Shares of
Telephone and Data Systems, Inc. by the Voting Trust.
<PAGE>
