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[LETTERHEAD]
June 18, 1998
VIA EDGAR
Securities and Exchange Commission
Attention: Jonathan N. Gottsegan
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Telephone and Data Systems, Inc.
Registration Statement on Form S-3
File No. 333-48453 (the "Registration Statement")
Ladies and Gentlemen:
At the request and on behalf of Telephone and Data Systems, Inc., a
Delaware corporation (the "Company"), we hereby request, pursuant to Rule 477
under Regulation C promulgated under the Securities Act of 1933, withdrawal
of the Registration Statement pursuant to which the Company had registered
15,525,000 TDS Telecommunications Group Common Shares (the "Proposed
Offering"). The Registration Statement was originally filed on March 23, 1998
and was amended by Amendment No. 1 filed on May 13, 1998.
The Company did not and will not proceed with the Proposed Offering. In
addition, the Company did not sell and will not sell any Telecommunications
Group Common Shares under the Registration Statement. The Company has cited
adverse market conditions as the reason for the withdrawal of the Proposed
Offering.
If you have comments or questions relating to the foregoing, please call
me at (312) 853-7416.
Very truly yours,
SIDLEY & AUSTIN
By: /s/ Wilbur C. Delp
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Wilbur C. Delp
