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^*

HERBERT C THEODORE

(Last)

(First)

(Middle)

30 N. LASALLE ST., STE. 4000

(Street)

CHICAGO

60451

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Human Resources

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)
Special Common Shares	05/13/2005		J⁽²⁾	V	23,468	A	⁽²⁾	25,344	D
Common Shares	12/07/2005		F⁽⁹⁾		2,710	D	$36.88	17,880	D
Common Shares	12/07/2005		M⁽⁴⁾		2,622	A	⁽⁴⁾⁽⁸⁾	17,880	D
Special Common Shares	12/07/2005		M⁽⁴⁾		2,622	A	⁽⁴⁾⁽⁸⁾	25,344	D
Special Common Shares	12/07/2005		F⁽³⁾		746	D	$35.59⁽³⁾	25,344	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)⁽²⁾⁽⁴⁾	$38.12	05/13/2005		J⁽⁴⁾	V	2,622		12/15/1995	12/15/2005	Tandem Common and Special Common Shares	2,622	⁽⁴⁾	2,622	D
Option (Right to buy)⁽²⁾⁽⁴⁾	$47.6	05/13/2005		J⁽⁴⁾	V	2,663		12/15/1996	12/15/2006	Tandem Common and Special Common Shares	2,663	⁽⁴⁾	2,663	D
Option (Right to buy)⁽²⁾⁽⁴⁾	$43.88	05/13/2005		J⁽⁴⁾	V	2,302		12/15/1997	12/15/2007	Tandem Common and Special Common Shares	2,302	⁽⁴⁾	2,302	D
Option (Right to buy)⁽²⁾⁽⁴⁾	$39.75	05/13/2005		J⁽⁴⁾	V	5,190		12/15/1998	06/22/2008	Tandem Common and Special Common Shares	5,190	⁽⁴⁾	5,190	D
Option (Right to buy)⁽²⁾⁽⁴⁾	$43.75	05/13/2005		J⁽⁴⁾	V	11,700		⁽⁶⁾	11/05/2007	Tandem Common and Special Common Shares	11,700	⁽⁴⁾	11,700	D
Option (Right to buy)⁽²⁾⁽⁴⁾	$66.75	05/13/2005		J⁽⁴⁾	V	5,190		12/15/1999	04/30/2009	Tandem Common and Special Common Shares	5,190	⁽⁴⁾	5,190	D
Option (Right to buy)⁽²⁾⁽⁴⁾	$105.13	05/13/2005		J⁽⁴⁾	V	5,500		12/15/2000	05/05/2010	Tandem Common and Special Common Shares	5,500	⁽⁴⁾	5,500	D
Option (Right to buy)⁽²⁾⁽⁴⁾	$117.51	05/13/2005		J⁽⁴⁾	V	10,200		⁽⁷⁾	09/16/2010	Tandem Common and Special Common Shares	10,200	⁽⁴⁾	10,200	D
Option (Right to buy)⁽²⁾⁽⁴⁾	$99.44	05/13/2005		J⁽⁴⁾	V	4,810		12/15/2001	04/30/2011	Tandem Common and Special Common Shares	4,810	⁽⁴⁾	4,810	D
Option (Right to buy)⁽²⁾⁽⁴⁾	$59	05/13/2005		J⁽⁴⁾	V	8,855		12/15/2002	07/05/2012	Tandem Common and Special Common Shares	8,855	⁽⁴⁾	8,855	D
Option (Right to buy)⁽²⁾⁽⁴⁾	$52.92	05/13/2005		J⁽⁴⁾	V	9,085		12/15/2003	07/03/2013	Tandem Common and Special Common Shares	9,085	⁽⁴⁾	9,085	D
Option (Right to buy)⁽²⁾⁽⁴⁾	$66	05/13/2005		J⁽⁴⁾	V	8,545		12/15/2004	05/08/2014	Tandem Common and Special Common Shares	8,545	⁽⁴⁾	8,545	D
Option (Right to Buy)⁽²⁾⁽⁴⁾	$77.36	05/13/2005		J⁽⁴⁾	V	13,435		12/15/2005	04/20/2015	Tandem Common and Special Common Shares	13,435	⁽⁴⁾	13,435	D
Restricted Stock Units⁽¹⁾⁽⁵⁾	⁽¹⁾	05/13/2005		J⁽⁵⁾	V	2,478		12/15/2007	⁽¹⁾	Tandem Common and Special Common Shares	2,478	⁽¹⁾	2,478	D
Option (Right to Buy)⁽⁴⁾⁽⁸⁾	$38.12	12/07/2005		M⁽⁴⁾⁽⁸⁾			2,622	12/15/1995	12/15/2005	Tandem Cormmon and Special Common Shares	2,622	⁽⁴⁾	0	D

Explanation of Responses:

1. Restricted stock granted under the 2004 Long-Term Incentive Plan.

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

3. Delivery of special common shares as settlement for taxes due in connection with the exercise of Employee Stock Options acquired under the Telephone and Data Systems, Inc. Long Term Incentive Plan.

4. 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.

5. Restricted stock units for common shares were granted without consideration under the long term incentive plan. As a result of the speciall 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 originally subject to the award plus an equal number of special common shares.

6. Granted under the TDS 1998 Long Term Incentive Plan. The option is exercisable with respect to 3900 common shares on 12/15/98, 12/15/99 and 12/15/00 for a total of 11,700 common shares.

7. Granted under the TDS 1998 Long Term Incentive Plan. The option is exercisable with respect to 2550 common shares on 12/15/01, 12/15/02, 12/15/03 and on 12/15/04 for a total of 10,200 common shares.

8. The exercise price of this tandem option is $38.12

9. Delivery of mature common shares in payment of exercise price of Employee Stock Options acquired under the Telephone and Data Systems, Inc. Long Term Incentive Plan.

Remarks:

	Julie D. Mathews, by power of atty	12/08/2005
	** 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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