Ownership Submission
FORM 5
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
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
CARLSON LEROY T
 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)
Chairman Emeritus
(Last)
(First)
(Middle)

TELEPHONE AND DATA SYSTEMS, INC., 30 N. LASALLE ST., STE. 4000		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
(Street)


CHICAGO, IL 60602		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Amount (A) or (D) Price
Common Shares             56,185.34 D  
Special Common Shares             29,488.14 D  
Common Shares 12/31/2008   J(3) 324.71 D $ (3) 3,931.51 I By 401k plan
Special Common Shares 12/31/2008   J(3) 485.47 D $ (3) 2,897.24 I By 401K plan
Special Common Shares             217,910.61 (8) I By Voting Trust
Special Common Shares             9,167.83 I By wife

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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 control number. SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to buy) (6) $ 66.75           12/15/1999 04/30/2009 Tandem Common and Special Common Shares (6)
17,600 (6)
  17,600
D
 
Option (Right to buy) (6) $ 105.13           12/15/2000 05/05/2010 Tandem Common and Special Common Shares (6)
18,000
  18,000
D
 
Option (Right to buy) (6) $ 121.12             (5) 09/16/2010 Tandem Common and Special Common Shares (6)
34,360
  34,360
D
 
Option (Right to buy) (6) $ 99.44           12/15/2001 04/30/2011 Tandem Common and Special Common Shares (6)
15,590
  15,590
D
 
Option (Right to buy) (6) $ 59           12/15/2002 07/05/2012 Tandem Common and Special Common Shares (6)
22,170
  22,170
D
 
Option (Right to buy) (6) $ 52.92           12/15/2003 07/03/2013 Tandem Common and Special Common Shares (6)
23,605
  23,605
D
 
Option (Right to buy) (6) $ 66           12/15/2004 05/08/2014 Tandem Common and Special Common Shares (6)
22,475
  22,475
D
 
Option (Right to buy) (6) $ 77.36           12/15/2005 04/20/2015 Tandem Common and Special Common Shares
26,531
  26,531
D
 
Option (Right to buy) $ 38           12/15/2006 06/19/2016 Special Common Shares
61,127
  61,127
D
 
Option (Right to buy) $ 59.45           12/15/2007 07/02/2017 Special Common Shares
36,116
  36,116
D
 
Option (Right to buy) $ 35.35             (10) 08/26/2018 Special Common Shares
41,500
  41,500
D
 
Restricted Stock Units             12/15/2009   (11) Special Common Shares
5,621
  5,621
D
 
Restricted Stock Units             12/15/2010   (11) Special Common Shares
7,715
  7,715
D
 
Series A Common Shares               (1)   (1) Common Shares or Special Common Shares
53,833.27
  53,833.27
I
By wife
Series A Common shares               (1)   (1) Common Shares or Special Common Shares
222,771.64
  222,771.64 (2)
I
By Voting Trust
Deferred Compensation   12/31/2008   J(9) 392.405     (4)   (4) Common Shares
30,779.84
(4) 30,779.84
D
 
Deferred Compensation   12/31/2008   J(9) 673.645     (7)   (7) Special Common Shares
49,620.1519
(7) 49,620.1519
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CARLSON LEROY T
TELEPHONE AND DATA SYSTEMS, INC.
30 N. LASALLE ST., STE. 4000
CHICAGO, IL 60602		   X     Chairman Emeritus  

Signatures

Julie D. Mathews, by power of atty 01/21/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Series A Common shares are convertible, on a share-for-share basis, into common or special common shares.
(2) Beneficial ownership of shares held in Voting Trust. Reporting person disclaims ownership of 189,649.81 (including 38,377.81 shares acquired pursuant to a dividend reinvestment plan) owned by wife. Includes 6467.83 shares acquired pursuant to a dividend reinvestment plan.
(3) Voluntary reporting of shares acquired in 2008 in the TDS 401K. The information is based on a plan statement dated 12/31/08. The number of shares fluctuates and is attributable to the price of the shares on 12/31/08.
(4) Reporting person has deferrred bonuses pursuant to the Long term incentive plan. The employer match vests ratably at 33%, 33% and 34% per year over a 3 year period. Common share units vested at 12/31/08 were 30,779.84.
(5) Granted under the TDS 1998 Long term incentive plan. The option is exercisable with respect to 8590 common shares on 12/15/01, 12/15/02, 12/15/03 and 12/15/04 for a total of 34,360 common shares.
(6) 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 common shares orginally subject to the option plus an equal number of special common.
(7) Reporting person has deferrred bonuses pursuant to the Long term incentive plan. The employer match vests ratably at 33%, 33% and 34% per year over a 3 year period. Special common share units vested at 12/31/08 were 48,224.71.
(8) Beneficial ownership of shares held in Voting Trust. Reporting person disclaims ownership of 188,633.92 (including 37,361.92 shares acquired pursuant to a dividend reinvestment plan) owned by wife. Includes 2,622.69 shares acquired pursuant to a dividend reinvestment plan.
(9) Voluntary reporting of shares acquired through dividend reinvestment in 2008.
(10) Granted under the 2004 Long Term Incentive Plan. Options vest over a 3 year period with one-third of the number of shares becoming exercisable on the Aug. 26, 2009, one-third on Aug. 26, 2010 and one-third on Aug. 26, 2011.
(11) Restricted stock unit award pursuant to the Long Term Incentive Plan.

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