TELEPHONE & DATA SYSTEMS INC
8-K, 1998-04-28
RADIOTELEPHONE COMMUNICATIONS
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                                    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): April 27, 1998
                                                          --------------


                        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 
 incorporation)                                             No.)

  

   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)








<PAGE>




Item 5.   Other Events.
          -------------

         On April 27, 1998,  Telephone and Data Systems,  Inc. (the "Company" or
"TDS")  announced  that  shareholders  approved  the  Company's  Tracking  Stock
Proposal as well as two other related proposals.

         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.




                 

















                                        2

<PAGE>



                                   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:    April 28, 1998


By:   /s/ Gregory J. Wilkinson
   ----------------------------
Gregory J. Wilkinson
Vice President and Controller
(principal accounting officer)























                                        3

<PAGE>




                                  EXHIBIT INDEX


Exhibit Number                       Description of Exhibit
- --------------                       -----------------------

    99                               News Release dated April 27, 1998


































                                        4

<PAGE>




                                                                      Exhibit 99




Contact:          Mark A. Steinkrauss
                  Vice President, Corporate Relations
                  (312) 630-1900  email:  [email protected]

FOR RELEASE:  IMMEDIATE

                TDS SHAREHOLDERS APPROVE TRACKING STOCK PROPOSAL

April 27, 1998 - Chicago,  Illinois - Telephone  and Data Systems,  Inc.  [AMEX:
TDS] reported  today that  shareholders  approved the company's  Tracking  Stock
Proposal  as well as two other  related  proposals.  The  company  received  the
affirmative  vote of at least a  majority  of the  voting  power of  outstanding
shares  of all  shareholder  groups  entitled  to vote as a class.  The Board of
Directors of TDS had  unanimously  recommended  that  shareholders  vote for the
tracking stock proposal and the related proposals.

LeRoy T. Carlson, Jr., President and Chief Executive Officer said, "The Tracking
Stock Proposal is intended to result in greater market  recognition of the value
of the  company and the  company's  three  business  groups,  thereby  enhancing
shareholder  value  over the long  term,  while at the same  time  enabling  the
company's businesses to preserve the benefits that a consolidated enterprise can
give.  On behalf of the  management  team,  I thank TDS  shareholders  for their
continued support. We are committed to improving shareholder returns at all four
of  our  business   entities,   United  States  Cellular   Corporation,   Aerial
Communications,  Inc., TDS  Telecommunications,  and Telephone and Data Systems,
Inc.

Except  for  historical  and  factual   information   contained  herein,   other
information  set  forth in this  news  release  may  represent  forward  looking
statements,  including  all  statements  about  the  company's  plans,  beliefs,
estimates and expectations.  These statements are based on current estimates and
projections,  which might  involve  certain risks and  uncertainties  that could
cause  actual  results to differ  materially  from those in the forward  looking
statements.  Investors are encouraged to consider these risks and  uncertainties
which are discussed in documents  filed by the company with the  Securities  and
Exchange  Commission.  TDS  undertakes  no  obligation  to  publicly  update any
forward-looking statements whether as a result of new information, future events
or otherwise.

TDS is a diversified Chicago-based  telecommunications  company with established
cellular  telephone  and local  telephone  operations  and  developing  Personal
Communications  Services ("PCS") operations.  TDS strives to build value for its
shareholders  by  providing  excellent  communications  services in  attractive,
closely related segments of the telecommunications industry.

TDS Internet Home Page:  http://www.teldta.com

                                        

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