SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

CARLSON LEROY T JR

(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)
	President and CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	12/31/2004		J⁽⁷⁾	0.8	A	⁽⁷⁾	87.8	D
Common Shares	12/31/2004		J⁽⁷⁾	10.7	A	⁽⁷⁾	1,145.4	I	By wife
Common Shares	12/31/2004		J⁽⁶⁾	355.09	A	⁽⁶⁾	7,622.94	I	By 401K plan

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)	4. Transaction Code (Instr. 8)	(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)	$38.12						12/15/1995	12/15/2005	Common Shares	3,614⁽⁸⁾		3,614	D
Option (Right to buy)	$47.6						12/15/1996	12/15/2006	Common Shares	13,233		13,233	D
Option (Right to buy)	$43.88						12/15/1997	12/15/2007	Common Shares	11,770		11,770	D
Option (Right to buy)	$39.75						12/15/1998	06/22/2008	Common Shares	27,300		27,300	D
Option (Right to buy)	$43.75						⁽⁴⁾	11/05/2007	Common Shares	54,600		54,600	D
Option (Right to buy)	$66.75						12/15/1999	04/30/2009	Common Shares	27,850		27,850	D
Option (Right to buy)	$105.13						12/15/2000	05/05/2010	Common Shares	32,000		32,000	D
Option (Right to buy)	$121.12						⁽⁵⁾	09/16/2010	Common Shares	56,720		56,720	D
Option (Right to buy)	$99.44						12/15/2001	04/30/2011	Common Shares	29,429		29,429	D
Option (Right to buy)	$60.2						12/15/2002	08/19/2012	Common Shares	68,215		68,215	D
Option (Right to buy)	$52.92						12/15/2003	07/03/2013	Common Shares	65,567		65,567	D
Option (Right to buy)	$66						12/15/2004	05/08/2014	Common Shares	67,540		67,540	D
Series A Common Shares	⁽¹⁾	11/22/2004		G		292	⁽¹⁾	⁽¹⁾	Common Shares	1,809,490.1⁽²⁾	⁽¹⁾	1,809,490.1⁽²⁾	I	By Voting Trust
Series A Common shares	⁽¹⁾	12/31/2004		J⁽⁷⁾	2,506.4		⁽¹⁾	⁽¹⁾	Common Shares	1,809,490.1⁽²⁾	⁽¹⁾	1,809,490.1⁽²⁾	I	By Voting Trust
Deferred Compensation	⁽³⁾	12/31/2004		J	77		⁽³⁾	⁽³⁾	Common Shares	12,045.164	⁽³⁾	12,045.164	D

Explanation of Responses:

1. Series A Common shares are convertible, on a share-for-share basis, into common.

2. Reporting person is one of four trustees which is record owner of these shares which files its holdings on forms 4. Of these shares, 82,979.9 (including 15,513.9 acquired in dividend reinvestment) are held as custodian for children and 8,989.7 (including 1032.7 acquired in dividend reinvestment) are held by spouse. 862,693 are owned by family partnership and 679,898.7 (including 9901.7 acquired in dividend reinvestment) shares are held by a family partnership of which reporting person is a general partner. Of the remaining shares, 2658.7 were earned pursuant to a dividend reinvestment plan. Reporting person disclaims beneficial ownership of shares owned by wife and as custodian for children.

3. Reporting person deferred 1998 bonus pursuant to the TDS 1998 Long Term Incentive Plan. The deferred bonus was 2284.36 shares and the employer match was 662.46 shares which vests ratably at a rate of 33%, 33%, 34% on 12/31/99, 12/31/00 and 12/31/01. Reporting person deferred 2000 bonus and received 2773.16 shares in deferred bonus and 804.22 shares in employer match with vests ratably at 33%, 33%, 34% on 12/31/01, 12/31/02, 12/31/03. Reporting person deferred 2002 bonus and received 4204.45 shares in deferred bonus and 1051.114 in employer match which vests ratably at 33%, 33%, 34% in 12/31/03, 12/31/04 and 12/31/05. In prior years, reporting person had accumulated 188.4 in dividend reinvestment shares, including the 2004 dividend reinvestment, the reporting person now has 265.4 shares in dividend reinvestment.

4. Granted under the TDS 1998 Long Term Incentive Plan. The option is exercisable with respect to 18,200 common shares on 12/15/98, 12/15/99 and on 12/15/00 for a total of 54,600.

5. Granted under the TDS 1998 Long Term Incentive Plan. The option is exercisable with respect to 14,180 common shares on 12/15/01, 12/15/02, 12/15/03 and 12/15/04 for a total of 56,720 common shares.

6. Voluntary reporting of shares acquired in 2004 in the TDS 401K. The information is based on a plan statement dated 12/31/04. The number of shares fluctuates and is attributable to the price of the shares on 12/31/04.

7. Voluntary reporting of shares acquired through dividend reinvestment in 2004.

8. Reporting person was granted 13,114 common shares of which 9,500 were previously exercised.

Remarks:

	Julie D. Mathews, by power of atty	01/25/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.