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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------
                                  FORM 10-Q/A-1

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


 X      QUARTERLY REPORT  PURSUANT TO  SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended      March 31, 1996
                               ---------------------------
                                       OR
        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
 For the transition period from _______________________ to ___________________

                          Commission File Number 1-8251

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                        TELEPHONE AND DATA SYSTEMS, INC.
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             (Exact name of registrant as specified in its charter)

            Iowa                                         36-2669023
 -----------------------------              --------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                30 North LaSalle Street, Chicago, Illinois 60602
           ----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)
       Registrant's telephone number, including area code: (312) 630-1900
                                 Not Applicable
           -------------------------------------------------------
         (Former address of principal executive offices)  (Zip Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                    Yes X No
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

            Class                        Outstanding at April 30, 1996
  -----------------------------         -------------------------------
   Common Shares, $1 par value                53,666,486 Shares
Series A Common Shares, $1 par value           6,894,053 Shares

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<PAGE>



                        TELEPHONE AND DATA SYSTEMS, INC.
                        --------------------------------
                                 Amendment No. 1


              The  undersigned  registrant  hereby  amends  the  following  item
included in its  Quarterly  Report on Form 10-Q for the quarter ended March 31,
1996, as set forth in the pages attached hereto:

              Part I.     Financial Information

                           Management's Discussion and Analysis of Results of
                              Operations and Financial Condition

              The 1996 breakdown of net income and earnings  per  share  between
operations,  PCS  development  costs and gains  from the sales of  non-strategic
investments  in the second full  paragraph and table on page 2 is hereby amended
to read as follows:



Net income  available to common for the first  quarter of 1996 and 1995 included
significant gains from the sales of non-strategic  cellular  interests and other
investments and increased broadband PCS development costs. Excluding these gains
and PCS  development  costs,  along with the related  income  taxes and minority
interest,  net income available to common would have been $16.8 million, or $.28
per share, in the first quarter of 1996,  compared to $14.2 million, or $.24 per
share, in the first quarter of 1995.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                  1996             1995
                                                  ----             ----
                                                  (Dollars in thousands, 
                                                 except per share amounts)

Net Income Available to Common As Reported    $      33,267     $      22,701
   Add:   Broadband PCS Development Costs             3,829               266
   Less:  Effects of Gains                          (20,308)           (8,794)
                                              -------------     -------------
       As Adjusted                            $      16,788     $      14,173
                                              =============     =============

Earnings Per Share As Reported                $         .56     $         .39
   Add:   Broadband PCS Development Costs               .06                --
   Less:  Effects of Gains                             (.34)             (.15)
                                              -------------     -------------
       As Adjusted                            $         .28     $         .24
                                              =============     =============





<PAGE>



          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.



                        TELEPHONE AND DATA SYSTEMS, INC.
                       ----------------------------------
                                  (Registrant)






Date  March 6, 1997                            /s/ GREGORY J. WILKINSON
                                              -----------------------------
                                              Gregory J. Wilkinson,
                                              Vice President and Controller
                                              (Principal Accounting Officer)











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