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 JR
 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
(Last)
(First)
(Middle)

30 N. LASALLE ST., STE. 4000		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(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 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

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) $ 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   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   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   12/31/2004   J 77     (3)   (3) Common Shares
12,045.164
(3) 12,045.164
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CARLSON LEROY T JR
30 N. LASALLE ST., STE. 4000
CHICAGO, IL 60602		   X     President and CEO  

Signatures

Julie D. Mathews, by power of atty 01/25/2005
**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.
(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.

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