Exhibit 4.8


                          SECOND SUPPLEMENTAL INDENTURE

     This SECOND SUPPLEMENTAL  INDENTURE,  dated as of May 31, 2002 (the "Second
Supplemental  Indenture"),  is entered  into by and between  Telephone  and Data
Systems,  Inc., a corporation  duly organized and existing under the laws of the
State of Delaware (the  "Company"),  and BNY Midwest Trust Company,  an Illinois
trust company, as trustee (the "Trustee").

                                   WITNESSETH:

     WHEREAS, the Company and the Trustee are parties to an Indenture,  dated as
of November 1, 2001 (as it may be amended or supplemented from time to time, the
"Indenture"),  relating to the issuance  from time to time by the Company of its
Securities on terms to be specified at the time of issuance;

     WHEREAS,  pursuant to Section  9.01 of the  Indenture,  the Company and the
Trustee entered into a First  Supplemental  Indenture,  dated as of November 28,
2001 (the  "First  Supplemental  Indenture"),  relating  to the  issuance by the
Company of a series of  Securities  designated  as 7.6%  Series A Notes due 2041
(the "Notes");

     WHEREAS,  Section  9.01(c) of the Indenture  provides  that a  supplemental
indenture  may be entered  into by the  Company  and the  Trustee,  without  the
consent of any holders of Securities,  to correct any ambiguity or to correct or
supplement  any provision  contained  therein or in any  supplemental  indenture
which  may be  defective  or  inconsistent  with any other  provision  contained
therein or in any supplemental indenture; and

     WHEREAS, all things necessary to make this Second Supplemental  Indenture a
valid  agreement  of the  Company,  the  Company  and  the  Trustee  and a valid
amendment of and supplement to the Indenture have been done.

     NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

     For and in  consideration  of the premises,  it is mutually  covenanted and
agreed, for equal and proportionate benefit of all Holders of Notes, as follows:

     SECTION 1. Relation to Indenture.  This Supplemental  Indenture constitutes
an  integral  part of the  Indenture  and all  capitalized  terms  used  but not
otherwise defined herein shall have the meanings set forth in the Indenture.

     SECTION 2. Corrections.  The First Supplemental Indenture is hereby amended
to make the following corrections:

     (a) The phrase "the  aggregate  principal  amount of all such Secured Debt,
     together with the principal amount of all such



          Secured Debt,  together with the aggregate  amount of Capitalized Rent
          in respect of Sale and Leaseback Transactions described in clauses (a)
          to (f),  inclusive,  of Section 3.2" in the first  sentence of Section
          3.1 of the First Supplemental Indenture is hereby deleted and replaced
          with the following:

          "the aggregate principal amount of all Secured Debt, together with the
          aggregate  amount of Capitalized Rent in respect of Sale and Leaseback
          Transactions (other than Sale and Leaseback  Transactions described in
          clauses (a) to (f), inclusive, of Section 3.2)"

     (b) The reference to "TDS" in Section 3.1(j) is hereby deleted and replaced
     with the words "the Company".

     (c) The phrase  "(other than Secured Debt  described in clauses (a) to (l),
     inclusive,  of Section 3.1" in the first  sentence of Section 3.2 is hereby
     amended to add a closing parenthetical ")" to the end of such phrase.

     (d) The  reference  to  "party"  in Section  3.2(a) is hereby  deleted  and
     replaced with the word "part".

     SECTION 3. Ratification.  The First Supplemental Indenture, as supplemented
and amended by this Second  Supplemental  Indenture,  is in all respects  hereby
adopted, ratified and confirmed

     SECTION 4.  Governing  Law.  This Second  Supplemental  Indenture  shall be
governed by, and  construed  and enforced in  accordance  with,  the laws of the
jurisdiction which govern the Indenture and its construction.

     SECTION 5. Counterparts and Method of Execution.  This Second  Supplemental
Indenture may be executed in several  counterparts,  all of which together shall
constitute one agreement binding on all parties hereto, notwithstanding that all
parties have not signed the same counterpart.

     SECTION  6.  Trustee.  The  Trustee  makes  no  representations  as to  the
legality,  sufficiency or validity of this Second Supplemental Indenture and the
recitals herein are made solely by the Company.






     IN WITNESS WHEREOF, the Parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the day and year first above written.

                    TELEPHONE AND DATA SYSTEMS, INC.,
                    a Delaware corporation


                    By:      /s/ LeRoy T. Carlson, Jr.
                         -----------------------------
                    Name:  LeRoy T. Carlson, Jr.
                    Title:  President and Chief Executive Officer



                    By:      /s/ Sandra L. Helton
                         ------------------------------
                    Name:  Sandra L. Helton
                    Title:  Executive Vice President and Chief Financial Officer


                    BNY MIDWEST TRUST COMPANY,
                    Trustee, an Illinois Trust Company


                    By:      /s/ Mary Callahan
                        -------------------------------
                    Name:  Mary Callahan
                    Title:  Assistant Vice President