SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HELTON SANDRA L

(Last)

(First)

(Middle)

30 N. LASALLE ST., STE. 4000

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TELEPHONE & DATA SYSTEMS INC /DE/ [ TDS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	08/12/2005		S⁽⁷⁾		3,000	D	$41.3213	0	D
Special Common Shares	05/13/2005		J⁽¹⁾	V	3,000	A	⁽¹⁾	0	D
Special Common Shares	08/12/2005		S⁽⁷⁾		3,000	D	$40	0	D
Common Shares	08/12/2005		M⁽¹⁾⁽²⁾		12,000	A	⁽³⁾	0	D
Common Shares	08/12/2005		S⁽⁷⁾		12,000	D	$41.4001	0	D
Special Common Shares	08/12/2005		M⁽¹⁾⁽²⁾		12,000	A	⁽³⁾	0	D
Special Common Shares	08/12/2005		S⁽⁷⁾		12,000	D	$40	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Buy)⁽³⁾	$33.87	08/12/2005		M⁽¹⁾⁽²⁾			12,000⁽¹⁾⁽²⁾	⁽³⁾	08/07/2008	Tandem Common and Special Common Shares⁽²⁾	12,000	⁽²⁾⁽³⁾	24,000	D
Option (Right to buy)⁽¹⁾⁽²⁾	$105.13	05/13/2005		J⁽²⁾	V	18,000		12/15/2000	05/05/2010	Tandem Common and Special Common Shares⁽²⁾	18,000	⁽²⁾	18,000	D
Option (Right to buy)⁽¹⁾⁽²⁾	$121.12	05/13/2005		J⁽²⁾	V	25,320		⁽⁵⁾	09/16/2010	Tandem Common and Special Common Shares⁽²⁾	25,320	⁽²⁾	25,320	D
Option (Right to buy)⁽¹⁾⁽²⁾	$99.44	05/13/2005		J⁽²⁾	V	12,115		12/15/2001	04/30/2011	Tandem Common and Special Common Shares⁽²⁾	12,115	⁽²⁾	12,115	D
Option (Right to buy)⁽¹⁾⁽²⁾	$59	05/13/2005		J⁽²⁾	V	29,915		12/15/2002	07/05/2012	Tandem Common and Special Common Shares⁽²⁾	29,915	⁽²⁾	29,915	D
Option (Right to buy)⁽¹⁾⁽²⁾	$52.92	05/13/2005		J⁽²⁾	V	31,475		12/15/2003	07/03/2013	Tandem Common and Special Common Shares⁽²⁾	31,475	⁽²⁾	31,475	D
Option (Right to buy)⁽¹⁾⁽²⁾	$66	05/13/2005		J⁽²⁾	V	30,585		12/15/2004	05/08/2014	Tandem Common and Special Common Shares⁽²⁾	30,585	⁽²⁾	30,585	D
Option (Right to Buy)⁽¹⁾⁽²⁾	$77.36	05/13/2005		J⁽²⁾	V	53,353		12/15/2005	04/20/2015	Tandem Common and Special Common Shares⁽²⁾	53,353	⁽²⁾	53,353	D
Restricted Stock Units⁽¹⁾⁽⁶⁾	⁽⁴⁾	05/13/2005		J⁽⁶⁾	V	9,138		12/15/2007	⁽⁴⁾	Tandem Common and Special Common Shares⁽⁶⁾	9,138	⁽⁶⁾	9,138	D

Explanation of Responses:

1. On May 13 TDS authorized a special common dividend to holders of common shares in which one special common share was distributed for each common share. The stock dividend was distributed to all shareholders making this acquisition exempt from Section 16 pursuant to Rule 16a-9(a).

2. Common shares were granted without consideration under the long term incentive plan. As a result of the special common stock dividend, all options to purchase common shares as of May 13 under the long term incentive plan, whether vested or unvested, were adjusted into tandem options. The tandem option provides that upon exercise, the optionee purchases the number of common shares originally subject to the option plus an equal number of special common.

3. Common shares were granted without consideration under the long term incentive plan. The option became exercisable with respect to 12,000 common shares on 12/15/98, 12/15/99 and 12/15/00 for a total of 36,000. As a result of the special common stock dividend, all options to purchase common shares as of May 13 under the long term incentive plan, whether vested or unvested, were adjusted into tandem options. The tandem option provides that upon exercise, the optionee purchases the number of common shares originally subject to the option plus an equal number of special common for an aggregate price of $33.87.

4. Restricted stock unit award pursuant to the 2004 Long-Term Incentive Plan. Stock units will become vested on December 15, 2007.

5. Granted under the TDS long term Incentive Plan. The option became exercisable with respect to 6330 common shares on 12/15/01, 12/15/02, 12/15/03 and 12/15/04 for a total of 25,320.

6. Restricted stock units for common shares were granted without consideration under the long term incentive plan. As a result of the special common stock dividend, all restricted stock unit awards as of May 13 that are to be settled in common shares, whether vested or unvested, were adjusted to provide that such award will be settled in the number of common shares orginally subject to the award plus an equal number of special common shares.

7. Pursuant to a previously disclosed 10b5-1 Rule plan

Remarks:

	Julie D. Mathews, by power of atty	08/15/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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