Filed Pursuant to Rule 424(b)(3)

Registration Nos.    033-08857-99

033-59435-99

333-125001

PROSPECTUS SUPPLEMENT

to

PROSPECTUS DATED AUGUST 20, 2007

The attached Current Report on Form 8-K dated November 6, 2007 was filed by the registrant with the Securities and Exchange Commission, and should be read in conjunction with the Prospectus dated August 20, 2007.

The date of this Prospectus Supplement is November 6, 2007

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2007

TELEPHONE AND DATA SYSTEMS, INC.

(Exact name of registrant as specified in their charter)

                Registrant’s telephone number, including area code:  (312) 630-1900

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition

On November 6, 2007, Telephone and Data Systems, Inc. (“TDS”) issued a news release announcing its results of operations for the period ended September 30, 2007 and certain other information.  A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 2.02 of Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 8.01. Other Matters.

James Barr III, director of TDS, has entered into a Rule 10b5-1 sales plan with his broker to sell TDS Common Shares and/or TDS Special Common Shares.  The purpose of such Rule 10b5-1 plan is to achieve broader diversification of investments while reducing the risk of over concentration in a particular investment.

In addition, TDS will make open market repurchases and/or enter into one or more Rule 10b5-1 plans with one or more brokers to purchase TDS Special Common Shares.  The purposes of any open market repurchases and such Rule 10b5-1 plan would be to acquire TDS Special Common Shares pursuant to TDS’s previously announced share repurchase authorization.  On March 5, 2007, TDS announced that the TDS Board of Directors had authorized the repurchase of up to $250 million in aggregate purchase price of TDS Special Common Shares from time to time pursuant to open market purchases and/or block purchases in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), pursuant to Rule 10b5-1 under the Exchange Act, or pursuant to accelerated share repurchase arrangements, prepaid share repurchases, private transactions or as otherwise approved by the TDS Pricing Committee.  This authorization will expire on March 2, 2010.

A Rule 10b5-1 plan is designed to permit a company or its officers and directors to plan securities transactions in advance when they are not aware of material non-public information or subject to a company-imposed blackout period, and then carry out those pre-planned transactions at a later time, even if they later become aware of material non-public information and/or become subject to a company-imposed blackout period.  A Rule 10b5-1 plan must either specify (including by formula) the amount, pricing and timing of transactions in advance or delegate discretion on those matters to an independent third party.  During the term of the plan, the company, officer or director may not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade.  As transactions are executed in the future under the plan, they will be disclosed to the extent required in accordance with applicable U.S. federal securities laws. Except as may be required by law, TDS does not undertake to report future plans by TDS or its officers or directors nor to report modifications, terminations, transactions or other activities under any Rule 10b5-1 plan or any such future plans.

Item 9.01.  Financial Statements and Exhibits

(d)       Exhibits:

In accordance with the provisions of Item 601 of Regulation S-K, any Exhibits filed or furnished herewith are set forth on the Exhibit Index attached hereto.

Attached as Exhibit 99.2 is a safe harbor cautionary statement under the Private Securities Litigation Reform Act of 1995.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on their behalf by the undersigned, thereto duly authorized.

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EXHIBIT INDEX

The following exhibits are filed or furnished herewith as noted below.

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Exhibit 99.1

As previously announced, TDS will hold a teleconference Nov. 6, 2007, at 10:00 a.m. Chicago time.  Interested parties may listen to the call live via the Internet by accessing the Conference Calls page of www.teldta.com.

FOR RELEASE:  IMMEDIATE

TDS REPORTS THIRD-QUARTER 2007 OPERATING RESULTS;

STRONG WIRELESS RESULTS

CHICAGO — Nov. 6, 2007 — Telephone and Data Systems, Inc. [AMEX:TDS, TDS.S] reported operating revenues of $1,236.9 million for the third quarter of 2007, up 11 percent from $1,112.1 million for the comparable period one year ago.  The company recorded operating income of $134.5 million, up 22 percent compared to $110.4 million for the third quarter of 2006.  Net income available to common and diluted income per share were $231.7 million and $1.93, respectively, compared to net income and diluted earnings per share of $75.2 million and $0.64, respectively, for the comparable period one year ago.

Third Quarter Highlights

•      The total number of U.S. Cellular customers increased 6 percent year over year to 6,067,000.  The number of retail customers increased 7 percent to 5,500,000.  The company added 73,000 net retail postpay customers.

•      U.S. Cellular average monthly revenue per unit (ARPU) increased 10 percent to $52.71.

•      U.S. Cellular total revenues grew 14 percent to $1,015.8 million.

•      U.S. Cellular data revenues grew 66 percent to $96.8 million, 10 percent of service revenues.

•      TDS Telecom equivalent access lines (ILEC and CLEC) increased by 1,700 to 1,206,700.

•      TDS Telecom digital subscriber line customers (ILEC and CLEC) increased 33 percent to 179,100.  ILEC DSL customers increased 44 percent.

•      Fair value adjustment of derivative instruments was a loss of $54.8 million.

•      TDS recorded a gain on investments of $248.9 million due to the settlement of certain forward contracts.  TDS delivered 41,008,930 Deutsche Telekom shares in settlement of the forward contacts and sold 4,483,242 shares.  TDS now owns 85,969,689 ordinary

shares of Deutsche Telekom that are subject to other forward contracts that will continue until their scheduled maturity dates.

•      TDS repurchased 1,265,913 special common shares for $76.5 million or $60.45 per share.  $160.9 million remains under the existing authorization.

“U.S. Cellular’s customer satisfaction strategy continues to generate strong returns,” said LeRoy T. Carlson, Jr., TDS president and chief executive officer.  “For the third consecutive quarter, the company grew revenues and operating income, while achieving higher ARPUs and low customer churn rates.  The company continued its focus on the postpay customer, adding 73,000 postpay customers in a very competitive market.  In addition, U.S. Cellular won its fourth consecutive J.D. Power and Associates Award for call quality, reflecting the company’s commitment to providing superior customer service and a high-quality network.

“Our wireline business, TDS Telecom, made good strides in the quarter toward being the preferred broadband provider in its markets.  Growth in ILEC equivalent access lines was driven in part by a 44 percent increase in the number of Digital Subscriber Lines, up 41,400 from the third quarter of last year to 135,500.  At the end of the quarter, approximately 86 percent of its total lines were equipped for DSL, and it held a substantial share of the high-speed Internet market in its DSL markets.”

Statement of Financial Accounting Standard No. 71 (“SFAS 71”)

Historically, TDS Telecom’s ILEC followed the accounting for regulated enterprises prescribed by SFAS 71.  However, a number of alternative telecommunications providers have transformed a pricing structure historically based on the recovery of costs to a pricing structure based on competitive market conditions.  Consequently, TDS Telecom has altered its strategy to compete in its markets.  Based on these factors, management determined in the third quarter of 2007 that it is no longer appropriate to continue the application of SFAS 71 for reporting its financial results.  As a result of discontinuing the application of SFAS 71, TDS Telecom recorded a non-cash extraordinary gain of $42.8 million, net of taxes of $27.0 million, primarily due to a reduction in the regulatory liability for cost of removal of fixed assets.

Guidance

Guidance for the year ending Dec. 31, 2007 is as follows.  There can be no assurance that final results will not differ materially from this guidance.

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Conference Call Information

As previously announced, TDS will hold a teleconference Nov. 6, 2007, at 10:00 a.m. Chicago time.   Interested parties may listen to the call live via the Internet by accessing http://www.videonewswire.com/event.asp?id=43702 or the Conference Calls page of www.teldta.com.  To connect by phone, call 800/706-9695 (US/Canada) and use conference ID # 22669548.  The call will be archived on the Conference Calls page of www.teldta.com.

Prior to the start of the call, certain financial and statistical information to be discussed during the call will be posted to the Conference Calls page of www.teldta.com, together with reconciliations to generally accepted accounting principles (GAAP) of any non-GAAP information to be disclosed.

About TDS

TDS is a diversified telecommunications corporation founded in 1969. Through its business units, U.S. Cellular and TDS Telecom, TDS operates primarily by providing wireless, local telephone and broadband services. As of Sept. 30, 2007, the company employed 11,700 people and served 7.3 million customers/units in 36 states.

About U.S. Cellular

As of Sept. 30, 2007, U.S. Cellular Corporation, the nation’s sixth-largest wireless service carrier, employed 8,200 associates and provided wireless service to 6.1 million customers in 26 states.  The Chicago-based company operates on a customer satisfaction strategy, meeting customer needs by providing a comprehensive range of wireless products and services, superior customer support, and a high-quality network.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: All information set forth in this news release, except historical and factual information, represents forward-looking statements. This includes all statements about the company’s plans, beliefs, estimates and expectations. These statements are based on current estimates, projections and assumptions, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Important factors that may affect these forward-looking statements include, but are not limited to: The ability of U.S. Cellular to successfully manage and grow the operations of  newly launched markets; changes in the overall economy; changes in competition in the markets in which U.S. Cellular and TDS Telecom operate; changes due to industry consolidation; advances in telecommunications technology; changes to access and pricing of unbundled network elements; changes in the state and federal telecommunications regulatory environment; changes in the value of assets; changes in the value of investments, including variable prepaid forward contracts; an adverse change in the ratings afforded TDS and U.S. Cellular debt securities by accredited ratings organizations; uncertainty of access to the capital markets; risks and uncertainties relating to restatements and possible future restatements; ability to remediate material weaknesses; pending and future litigation; acquisitions/ divestitures of properties and/or licenses; and changes in customer growth rates, average monthly revenue per unit, churn rates, roaming terms and the mix of products and services offered in U.S. Cellular and TDS Telecom markets.  Investors are encouraged to consider these and other risks and uncertainties that are discussed in the Form 8-K used by TDS to furnish this press release to the SEC, which are incorporated by reference herein.

For more information about TDS and its subsidiaries, visit the web sites at:

TDS:  www.teldta.com     TDS Telecom: www.tdstelecom.com    USM:www.uscellular.com

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TELEPHONE AND DATA SYSTEMS, INC.

SUMMARY OPERATING DATA

(1) Market penetration is calculated using 2006 Claritas population estimates for all periods of 2007 and 2005 Claritas estimates for all periods of 2006.  "Total population" represents the total population of each of U.S. Cellular's consolidated markets, regardless of whether the market has begun marketing operations (without duplication of population in overlapping markets). The population of markets in which U.S. Cellular has deferred the transfer of licenses from AT&T Wireless Services, Inc. is not included in the total population counts for any period.     

(2) Per unit revenue measurements are derived from Service Revenues as reported in Financial Highlights for each respective quarter as follows:

(3) Average monthly local minutes of use per customer (without roaming).

(4) Retail postpay churn rate per month is calculated by dividing the total monthly customer disconnects during the quarter by the average customer base for the quarter.

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TELEPHONE AND DATA SYSTEMS, INC.

SUMMARY OPERATING DATA

(1) Access line equivalents are derived by converting high capacity data lines to the estimated capacity of one switched access line.

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TELEPHONE AND DATA SYSTEMS, INC.

FINANCIAL HIGHLIGHTS

Three Months Ended September 30,

(Unaudited, dollars in thousands, except per share amounts)

(1) Consists of Suttle Straus printing and distribution operations and intercompany eliminations.

N/M - Percentage change not meaningful

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TELEPHONE AND DATA SYSTEMS, INC.

FINANCIAL HIGHLIGHTS

Nine Months Ended September 30,

(Unaudited, dollars in thousands, except per share amounts)

(1) Consists of Suttle Straus printing and distribution operations and intercompany eliminations.

N/M - Percentage change not meaningful

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TELEPHONE AND DATA SYSTEMS, INC.

CONSOLIDATED BALANCE SHEET HIGHLIGHTS

(Unaudited, dollars in thousands)

ASSETS

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LIABILITIES AND STOCKHOLDERS' EQUITY