Exhibit 3.1

                     ARTICLES OF INCORPORATION

                                 OF

                      TELEPHONE SYSTEMS, INC.


  To the Secretary of State
      of the State of Iowa:


            I,  the  undersigned, acting  as  incorporator  of  a
  corporation  under  the  Iowa  Business  Corporation  Act under
  Chapter  496A of  the  1962 Code  of  Iowa adopt  the following
  Articles of Incorporation for such corporation:


                             ARTICLE I
                            -----------


            The  name of  the corporation  is  Telephone Systems, Inc.


                             ARTICLE II
                           --------------


            The period of its duration is perpetual.


                            ARTICLE III
                           --------------


            The corporation shall have unlimited power to  engage
  in, and  to do any  lawful act concerning,  any and all  lawful
  business  for which  corporations may  be  organized under  the
  Iowa Business Corporation Act above mentioned.


                             ARTICLE IV
                          ----------------


            Paragraph 1:   The  aggregate number  of shares which
  the corporation  is authorized  to issue  is 7,000,000  shares,
  consisting of two  classes.  The designation of each class, the
  number of shares of  each class, the par value, if  any, of the
  shares of each  class, or  a statement that  the shares of  any
  class are without par value, are as follows:

  Class       Series       No. of Shares       Par Value
  ------      ------       --------------      -----------

  Common      None             5,000,000       $1.00 per share

  Preferred   See Paragraph 2   2,000,000      Without par value

  <PAGE>
            Paragraph 2:   The    preferences,    qualifications,
  limitations, restrictions,  and the special or  relative rights
  of the Common and Preferred Shares are:

            I.    Issue of Preferred Shares in Series. 
   Authority  is  hereby  vested in  the  board  of directors  to
  divide any of all  of the Preferred  Shares into series and  to
  fix and determine as to each series so established:

            (i)   The rate of dividend;

           (ii)   The price at  and terms and  conditions on
       which shares may be redeemed;

          (iii)   The amount  payable upon  shares in  event
       of involuntary liquidation;

           (iv)   The amount  payable upon  shares in  event
       of voluntary liquidation;

            (v)   Sinking    fund   provisions    for    the
       redemption or purchase of shares;

           (vi)   The terms and  conditions on which  shares
       may be converted,  if the  shares of  any series  are
       issued with the privilege of conversion;

            II.   Dividends.   The holders of Preferred Shares of
  each series shall  be entitled to receive, when and as declared
  by the  board of  directors, dividends  at the  rate fixed  for
  such series, and  no more, payable in quarterly installments on
  the first days  of March, June, September, and December in each
  year.  Dividends on  Preferred Shares shall be cumulative  from
  and  after the  respective  dates of  issuance.   No  dividends
  shall be  declared on  the shares  of any  series of  Preferred
  Shares for  any dividend  period unless the  full dividend  for
  all prior  dividend periods shall  have been declared or  shall
  be  declared  at  the  same  time  upon  all  Preferred  Shares
  outstanding during such  prior dividend periods.   No dividends
  shall be  declared on  the shares  of any  series of  Preferred
  Shares unless a  dividend for the same period shall be declared
  at the same time  upon all Preferred Shares outstanding  during
  said period in like proportion  to the dividend rate  upon such
  shares.   No dividends shall be  declared or paid on the Common
  Shares unless full  dividends on the Preferred  Shares for  all
  past dividend  periods, and  for the  current dividend  period,
  shall have  been declared  and the corporation  shall have paid
  such dividends or  shall have set  apart a  sum sufficient  for
  the payment thereof.

            III.  Certain  Provisions  Relating  to  Liquidation.
  In the event of any  dissolution, liquidation or winding  up of
  the corporation, whether voluntary or  involuntary, the holders
  of  the then outstanding Preferred Shares  shall be entitled to
  receive  the fixed  amount  payable in  such  event plus  a sum
  equal to  the amount  of all  accumulated and  unpaid dividends
  thereon at the dividend 

                                -2-
  <PAGE>

  rate fixed for such shares;  after such payment to  the holders
  of  Preferred Shares  the  remaining assets  and  funds of  the
  corporation shall be distributed pro rata among the  holders of
  the   Common   Shares.        A   consolidation,   merger,   or
  reorganization of  the corporation  with any other  corporation
  or corporations, or a sale  of all or substantially all of  the
  assets  of   the  corporation,  shall   not  be  considered   a
  dissolution,  liquidation,  or winding  up  of  the corporation
  within the meaning of these provisions.

            IV.   Preemptive Rights.  No holder  of shares of any
  class of  the corporation  shall have  any preemptive  right to
  subscribe  for or acquire addition shares of the corporation of
  the same or any other  class, whether such shares be  hereby or
  hereafter authorized; and no holder  of shares of any  class of
  the corporation shall have any preemptive right  to acquire any
  shares which  may be held  in the treasury  of the corporation;
  all such additional  or treasury shares  may be  sold for  such
  consideration at  such time, and  to such person  or persons as
  the board of directors may from time to time determine.


                             ARTICLE V
                            -----------


            The address of  the initial registered office  of the
  corporation  is 112 West Second Street,  Ottumwa, Iowa, and the
  name  of  its  initial registered  agent  at  such  address  is
  Richard C. Bauerle.


                             ARTICLE VI
                           -------------


            At  the  first  annual  meeting of  shareholders  the
  directors shall  be divided into  three classes, each class  to
  be as nearly equal in number  as possible.  The term of  office
  of  directors of  the  first class  shall  expire at  the first
  annual meeting of  shareholders thereafter; that of  the second
  class   shall  expire   at  the   second   annual  meeting   of
  shareholders  thereafter; and  that of  the  third class  shall
  expire at the third annual  meeting of shareholders thereafter.
  At each  annual meeting after  such classification, the  number
  of directors  equal  to the  number  of  the class  whose  term
  expired  at the time of  such meeting shall  be elected to hold
  office   until  the   third   succeeding   annual  meeting   of
  shareholders.

            The  number  of  directors  constituting the  initial
  board of directors and the  names and addresses of  the persons
  who are  to serve as  directors until the  first annual meeting
  of  shareholders or  until  their  successors are  elected  and
  shall qualify, are:


                                -3-

  <PAGE>
      Name                  Address
      ----                  ----------

      LeRoy T. Carlson       79 West Monroe Street, Chicago, IL
      LeRoy T. Carlson, Jr.  2 Milbourn Park, Evanston, IL
      W. McNeil Kennedy      69 W. Washington Street, Chicago, IL
      Mel E. Putnam          4506 Regent Street, Madison, WI
      William G. Vance       70 West Monroe Street, Chicago, IL
      Lester O. Johnson      7 South Dearborn Street, Chicago, IL


                            ARTICLE VII
                           -------------


            The name and address of the incorporator is:

      Name                  Address
      -----                 -------

      Herbert S. Wander      69 W. Washington Street, Chicago, IL


  Dated:    March 14, 1968



                             /s/ Herbert S. Wander             
                            --------------------------------
                            Herbert S. Wander - Incorporator


  STATE OF ILLINOIS   )
                      )     SS
  COUNTY OF COOK      )

            On  this 14th  day  of March,  A.D.  1968, before  me
  personally appeared Herbert  S. Wander to  me known  to be  the
  person named  in and  who  executed the  foregoing Articles  of
  Incorporation, and  acknowledged that he  executed the same  as
  his voluntary act and deed.



                             /s/ Helen M. Sheehan              
                            -------------------------------------
                            Notary Public  in and  for said  Court
                            and State


  [Seal]






                                -4-

  <PAGE>
                       ARTICLES OF AMENDMENT
                               TO THE
                     ARTICLES OF INCORPORATION 
                                 OF
                      TELEPHONE SYSTEMS, INC.


  To the Secretary of State
      of the State of Iowa:


            Pursuant to the  provision of Section 58  of the Iowa
  Business   Corporation   Act,  Telephone   Systems,   Inc.,   a
  corporation organized and  existing under and by virtue  of the
  Iowa Business Corporation Act, does  hereby adopt the following
  Articles of Amendment to its Articles of Incorporation:

            1.    The  name   of  the  corporation  is  Telephone
  Systems, Inc., and the effective date  of its incorporation was
  March 18, 1968.

            2.    The   shareholders   of   the  corporation   by
  unanimous written consent obtained on  March 16, 1970, pursuant
  to a  resolution of the  Board of Directors  of the corporation
  proposing  the following  Amendment and  directing  that it  be
  submitted  to the  shareholders for  approval,  adopted by  the
  following Amendment  to the  Articles of  Incorporation of  the
  corporation:

            RESOLVED, that the Articles of  Incorporation of this
      corporation be  amended by  changing Article  I thereof  so
      that, as amended, Article I shall be and read as follows:

            "The name  of the corporation  is Telephone and  Data
            Systems, Inc."

            3.    The   date  of   adoption   of  the   foregoing
  Amendment  by the  shareholders was,  as  aforesaid, March  16,
  1970.

            4.    The   number  of  shares   of  the  corporation
  outstanding  at the  time of  such adoption  was 1,987,119; and
  the number of shares entitled to vote thereon was 1,987,119.

            5.    The number  of shares voted  for said Amendment
  was  1,987,119; and  the number  of shares  voted against  said
  Amendment was none.



                                -5-

  <PAGE>
            IN WITNESS  WHEREOF, the undersigned  corporation has
  caused these Articles of Amendment  to be executed in  its name
  by its President,  and its corporate seal to be hereto affixed,
  attested by its Secretary, this 16th day of March, 1970.

                            TELEPHONE SYSTEMS, INC.



                            By:  /s/ LeRoy T. Carlson         
                                ------------------------
                                Its President


  ATTEST:


   /s/ Herbert S. Wander        
  -----------------------
  Its Secretary



  STATE OF ILLINOIS   )
                      )     SS
  COUNTY OF COOK      )


            I,  Robert C.  Bonges,  a  Notary Public,  do  hereby
  certify that on the 16th day  of March, 1970, LeRoy T.  Carlson
  personally appeared  before me and, being  first duly  sworn by
  me, acknowledged that  he signed the foregoing document  in the
  capacity therein  set forth  and declared  that the  statements
  therein contained are true.

            IN  WITNESS WHEREOF, I have hereunto  set my hand and
  seal the day and year before written.



                              /s/ Robert C. Bonges         
                             -----------------------------------
                                    Notary Public




                                -6-

  <PAGE>
              STATEMENT OF CHANGE OF REGISTERED OFFICE
                                 OF
                  TELEPHONE AND DATA SYSTEMS, INC.



  To the Secretary of State
      of the State of Iowa:


            Pursuant  to  the provisions  of  the  Iowa  Business
  Corporation Act, the  undersigned corporation, organized  under
  the laws of  the State of Iowa, submits the following statement
  for the purpose  of changing its registered office in the State
  of Iowa:

            I.    The name of  the corporation  is Telephone  and
  Data Systems, Inc.

            II.   The address  of its  present registered  office
  is 112 West Second Street, Ottumwa, Iowa 52501.

            III.  The address  by which its registered  office is
  to be changed is 111 West Second Street, Ottumwa, Iowa 52501.

            IV.   The   name  of  its  registered  agent  is  not
  changed and is Richard C. Bauerle.

            V.    The  address  of  its  registered  office   and
  address of  the business  office  of its  registered agent,  as
  changed, will be identical.

            VI.   Such change was  authorized by resolution  duly
  adopted by its board of directors.

  Dated:    June 30, 1975.


                            By:   /s/ LeRoy T. Carlson        
                                --------------------------------
                                   President





                                -7-

  <PAGE>
  STATE OF ILLINOIS   )
                      )     SS
  COOK COUNTY         )

            I, LeRoy T. Carlson, being first  duly sworn on oath,
  depose and state that I am the President of Telephone  and Data
  Systems, Inc.  and that I executed  the foregoing instrument as
  President  of   the  corporation,   and  that   the  statements
  contained therein are true.

                               /s/ LeRoy T. Carlson        
                             ------------------------------------

            Subscribed and  sworn to  before me  this 2nd day  of
  July, 1975.

                             -----------------------------------
                             Notary  Public  in   and  for   Cook
                             County, Illinois






                                -8-

  <PAGE>
                       ARTICLES OF AMENDMENT
                                 OF
                     ARTICLES OF INCORPORATION
                                 OF
                  TELEPHONE AND DATA SYSTEMS, INC.
                 ----------------------------------


  To the Secretary of State
  State of Iowa


            Pursuant to the  provisions of Section 58 of the Iowa
  Business Corporation Act, the domestic corporation  hereinafter
  named does hereby adopt the following Articles  of Amendment of
  its Articles of Incorporation:

            1.    The  corporation's  original name  is Telephone
  Systems, Inc.

            2.    The corporation  is subject  to the  provisions
  of the Iowa Business Corporation Act.

            3.    The effective  date  of  incorporation  of  the
  corporation is March 18, 1968.

            4.    Section  I of Paragraph 2 of  Article IV of the
  Articles of Incorporation of the  corporation is hereby amended
  so as henceforth to read as follows:

            "I.   Issue   of   Preferred   Shares    in   Series.
  Authority is hereby  vested in the board of directors to divide
  any or  all of the Preferred Shares into  series and to fix and
  determine as to each series so established:

            "(i)  The rate of dividend;

          "(ii)   The price  at and the  terms and conditions
      on which shares may be redeemed;

         "(iii)   The amount payable upon shares in  event of
      involuntary liquidation;

          "(iv)   The amount payable upon shares  in event of
      voluntary liquidation;

            "(v)  Sinking fund provisions for the  redemption
      or purchase of shares;

          "(vi)   The terms  and conditions  on which  shares
      may  be  converted, if  the  shares of  any series  are
      issued with the privilege of conversion;

         "(vii)   Voting rights, if any."



                                -9-

  <PAGE>
            5.    The  aforesaid  amendment was  adopted  by  the
  shareholders entitled to vote thereon on May 21, 1979.

            6.    The  number of  shares  which were  outstanding
  and entitled to  vote on the aforesaid amendment  is 2,994,354,
  consisting  of 2,924,121  Common Shares,  par  value $1.00  per
  share, and  70,233 Preferred Shares,  without par value,  which
  Preferred  Shares  were  entitled  to  vote  on  the  aforesaid
  amendment as a class.

            7.    The  number  of  such  outstanding shares  that
  were  voted  for the  adoption  of the  aforesaid  amendment is
  2,582,100,  and  the  number of  said  shares  that  were voted
  against the same  is 939, and  the number  of such  outstanding
  Preferred  Shares  that  were voted  for  the  adoption of  the
  aforesaid amendment  is 47,405,  and no  such Preferred  Shares
  were voted against the same.

            8.    The  date  on  which  the  aforesaid  amendment
  shall become effective  is the date on which the Iowa Secretary
  of State issues a Certificate of Amendment to the corporation.

  Executed on May 23, 1979.

                            TELEPHONE AND DATA SYSTEMS, INC.



                            By:  /s/ LeRoy T. Carlson         
                                ---------------------------
                                Its President



                              /s/ Michael G. Hron          
                             ------------------------------
                             Its Secretary





                                -10-

  <PAGE>
  STATE OF ILLINOIS   )
                      )  SS.
  COUNTY OF COOK      )


            On this  23rd day  of May,  A.D. 1979,  before me,  a
  Notary  Public  in  and for  the  State  and County  aforesaid,
  personally appeared  Michael G. Hron,  to me personally  known,
  who, being by me duly sworn,  did say that he is the  Secretary
  of  Telephone and  Data Systems,  Inc.,  the corporation  which
  executed  the   foregoing  instrument;  that   he  signed  said
  instrument  upon  behalf  of  said  corporation;  and  that  he
  acknowledged said instrument  to be the voluntary  act and deed
  of said corporation  by it voluntarily executed and his signing
  to be his voluntary act and deed by him voluntarily signed.

            IN WITNESS WHEREOF,  I have  placed my hand  and seal
  on the date aforesaid.

                              /s/  Phyllis M. McKnight         
                             ------------------------------------
                                Notary Public


                            Commission expires: August 15, 1980
                                               -----------------

  [Notarial Seal]




                                -11-

  <PAGE>
                       ARTICLES OF AMENDMENT
                                 OF
                     ARTICLES OF INCORPORATION
                                 OF
                  TELEPHONE AND DATA SYSTEMS, INC.
                 ---------------------------------


  To the Secretary of State
  State of Iowa


            Pursuant to the  provisions of Section 58 of the Iowa
  Business Corporation Act, the domestic corporation  hereinafter
  named does hereby adopt the following Articles  of Amendment of
  its Articles of Incorporation:

            1.    The  corporation's  original name  is Telephone
  Systems, Inc.

            2.    The corporation  is subject  to the  provisions
  of the Iowa Business Corporation Act.

            3.    The effective  date  of  incorporation  of  the
  corporation is March 18, 1968.

            4.    Article IV of the Articles  of Incorporation of
  the Corporation is hereby amended  so as henceforth to  read as
  set forth on Exhibit A attached hereto and made a part hereof.

            5.    The  aforesaid  amendment was  adopted  by  the
  shareholders entitled to vote thereon on August 30, 1979.

            6.    The  number of  shares  which were  outstanding
  and entitled to vote  on the aforesaid amendment  is 3,001,854,
  consisting  of 2,932,621  Common Shares,  par  value $1.00  per
  share, and  69,233 Preferred Shares,  without par value,  which
  Common  Shares and Preferred Shares  were each entitled to vote
  on the aforesaid amendment as a class.

            7.    The  number  of  such  outstanding shares  that
  were  voted  for the  adoption  of the  aforesaid  amendment is
  2,715,270, and  the  number  of  said shares  that  were  voted
  against  the same  is 14,771;  the  number of  such outstanding
  Common Shares  that were  voted for adoption  of the  aforesaid
  amendment is  2,669,458, and the  number of such Common  Shares
  that  were voted against the same is  14,771; and the number of
  such  outstanding Preferred  Shares  that  were voted  for  the
  adoption of the aforesaid amendment  is 45,812, and the  number
  of such Preferred Shares were voted against the same is 0.

            8.    The  date  on  which  the  aforesaid  amendment
  shall become effective  is the date on which the Iowa Secretary
  of State issues a Certificate of Amendment to the corporation.


                                -12-

  <PAGE>
  Executed on August 30, 1979.


                            TELEPHONE AND DATA SYSTEMS, INC.


                            By:   /s/ LeRoy T. Carlson        
                                ---------------------------
                                Its President


                              /s/ Michael G. Hron          
                             ------------------------------
                             Its Secretary




                                -13-

  <PAGE>
  STATE OF ILLINOIS   )
                      )  SS.
  COUNTY OF COOK      )


            On this 30th day of  August, A.D. 1979, before  me, a
  Notary Public  in  and  for  the State  and  County  aforesaid,
  personally appeared  Michael G. Hron,  to me personally  known,
  who, being  by me duly sworn, did say  that he is the Secretary
  of  Telephone and  Data Systems,  Inc.,  the corporation  which
  executed  the   foregoing  instrument;  that  he   signed  said
  instrument  upon  behalf  of  said  corporation;  and  that  he
  acknowledged said instrument to be  the voluntary act and  deed
  of said corporation by it voluntarily  executed and his signing
  to be his voluntary act and deed by him voluntarily signed.

            IN  WITNESS WHEREOF, I have  placed my  hand and seal
  on the date aforesaid.


                              /s/ Robert C. Bonges             
                             ---------------------------------
                                Notary Public

                            Commission expires:    9/4/81      
                                               ---------------

  [NOTARY SEAL]



                                -14-

  <PAGE>
                             EXHIBIT A

                             ARTICLE IV
                            -----------


            Paragraph 1:    The  aggregate number  of shares which
  the corporation  is authorized to  issue is 29,000,000  shares,
  consisting of three  classes.  The designation  of each  class,
  the number of shares  of each class, the par value,  if any, of
  the shares  of each  class, or a  statement that the  shares of
  any class are without par value, are as follows:

      Class       Series       No. of Shares   Par Value
      ------      -------    ---------------   -----------

      Common       None          25,000,000     $1.00 per share

      Series A
        Common     None           2,000,000     $1.00 per share

      Preferred    See
                   Paragraph 2    2,000,000     Without par value


            Paragraph 2:    The    preferences,    qualifications,
  limitations, restrictions, and  the special or  relative rights
  of the Common, Series A Common, and Preferred Shares are:

            I.    Issue of Preferred Shares in Series. 
                  -------------------------------------
   Authority  is  hereby  vested in  the  board  of  directors to
  divide any  or all of the  Preferred Shares into series  and to
  fix and determine as to each series so established:

            (i)   The rate of dividend;

          (ii)    The price  at and  terms and conditions  on
      which shares may be redeemed;

         (iii)    The amount  payable upon shares in event of
      involuntary liquidation;

          (iv)    The amount payable upon shares in event  of
      voluntary liquidation;

            (v)   Sinking fund provisions for the  redemption
      or purchase of shares;

          (vi)    The terms  and conditions  on which  shares
      may  be converted,  if  the shares  of any  series  are
      issued with the privilege of conversion;

         (vii)    Voting rights, if any.

            II.   Dividends.  The holders of  Preferred Shares of
  each series shall  be entitled to receive, when and as declared
  by the  board of  directors, dividends  at the  rate fixed  for
  such series,


                                -15-

  <PAGE>
  and no  more, payable  in quarterly  installments on the  first
  days of  March,  June, September,  and December  in each  year.
  Dividends  on Preferred  Shares shall  be  cumulative from  and
  after the respective  dates of issuance.  No dividends shall be
  declared on  the shares of  any series of  Preferred Shares for
  any  dividend  period unless  the full  dividend for  all prior
  dividend periods shall have been declared or shall be  declared
  at the same time  upon all Preferred Shares  outstanding during
  such prior dividend  periods.  No dividends  shall be  declared
  on the  shares  of any  series  of  Preferred Shares  unless  a
  dividend for  the same  period shall  be declared  at the  same
  time upon all  Preferred Shares outstanding during  said period
  in like proportion to the  dividend rate upon such shares.   No
  dividends  shall  be paid  on  the  Common Shares  unless  full
  dividends  on  the  Preferred  Shares  for  all  past  dividend
  periods, and  for the current dividend  period, shall have been
  declared and  the corporation shall have paid such dividends or
  shall have set  apart a sum sufficient for the payment thereof.
  No dividends shall be declared or  paid on the Series A  Common
  Shares unless the same, or  greater, dividends, on a  per share
  basis, are  declared and paid  at the same  time on the  Common
  Shares; provided,  however, that if  at any time  a dividend is
  to be paid  in either Common  Shares or Series A  Common Shares
  on  either  Common  Shares  or Series  A  Common  Shares,  such
  dividend may only be paid as follows:

            (i)   Common  Shares  may be  paid to  holders of
      Common Shares and  proportionately to holders of Series
      A Common Shares;

          (ii)    Series  A  Common  Shares  may  be paid  to
      holders  of   Common  Shares   and  proportionately  to
      holders of Series A Common Shares; and

         (iii)    Common  Shares may  be paid  to  holders of
      Common Shares and  Series A Common Shares  may be  paid
      proportionately to holders of Series A Common Shares.

            III.  Certain  Provisions  Relating  to  Liquidation.
  In the event of any  dissolution, liquidation or winding  up of
  the corporation, whether voluntary or involuntary,  the holders
  of the then outstanding  Preferred Shares shall be entitled  to
  receive  the fixed  amount  payable in  such  event plus  a sum
  equal to  the amount of  all accumulated  and unpaid  dividends
  thereon at the  dividend rate fixed for such shares; after such
  payment  to  the  holders of  Preferred  Shares  the  remaining
  assets and  funds of  the corporation shall  be distributed pro
  rata among  the holders of the  Common Shares and the  Series A
  Common Shares.   A consolidation, merger, or  reorganization of
  the corporation with any other  corporation or corporations, or
  a  sale  of all  or  substantially  all of  the  assets  of the
  corporation,   shall   not   be   considered   a   dissolution,
  liquidation,  or  winding  up of  the  corporation  within  the
  meaning of these provisions.

            IV.   Preemptive Rights.  No holder  of shares of any
  class  of the corporation  shall have  any preemptive  right to
  subscribe for 


                                -16-

  <PAGE>
  or acquire additional  shares of the corporation of the same or
  any other  class, whether  such shares  be hereby  or hereafter
  authorized;  and  no holder  of  shares  of  any  class of  the
  corporation  shall have  any preemptive  right  to acquire  any
  shares which  may be held  in the treasury  of the corporation;
  all such additional  or treasury shares  may be  sold for  such
  consideration at  such time, and  to such person  or persons as
  the board of directors may from time to time determine.

            V.    Voting.    With  respect  to  the  election  of
  directors, the  holders of Common  Shares and Preferred  Shares
  entitled to vote  thereon, voting as a class, shall be entitled
  to elect one  director at the annual meeting of shareholders in
  1980; one  director at  the annual  meeting of shareholders  in
  1981; and,  at each annual  meeting after 1981,  that number of
  directors which  (together with all  directors whose term  does
  not expire at the time of such meeting and who  were previously
  elected by such  holders) constitutes 20% of  the total  number
  of directors of  the corporation (rounded to the  nearest whole
  number), and  for this  purpose, the total  number of directors
  of the corporation shall  be determined  without regard to  any
  directors(s)  whom  the  holders  of  one  or  more  series  of
  Preferred Shares, voting as a  class, have elected or  have the
  right to  elect.  The holders of Series A Common Shares, voting
  as  a   class,  shall  be  entitled   to  elect  the  remaining
  directors, subject to the rights of the  holders of one or more
  series of Preferred Shares, voting as a class,  to elect one or
  more directors.

            With respect to  all matters other than  the election
  of directors,  the holders of Common  Shares shall  be entitled
  to one vote for each share  of such stock standing in the  name
  of  the holder on the books  of the corporation, the holders of
  Series A Common Shares shall be entitled to 250 votes for  each
  share of such stock standing in  the name of the holder on  the
  books  of the corporation, and the  holders of Preferred Shares
  shall have the  voting rights fixed and determined by the board
  of directors  at the time  the series of  Preferred Shares held
  by such holders was established.




                                -17-

  <PAGE>
                       ARTICLES OF AMENDMENT
                                 OF
                     ARTICLES OF INCORPORATION
                                 OF
                  TELEPHONE AND DATA SYSTEMS, INC.
                 ---------------------------------


  To the Secretary of State
  State of Iowa


            Pursuant to the  provisions of Section 58 of the Iowa
  Business Corporation Act, the domestic corporation  hereinafter
  named does hereby adopt the following Articles  of Amendment of
  its Articles of Incorporation:

            1.    The  corporation's  original name  is Telephone
  Systems, Inc.

            2.    The corporation  is subject  to the  provisions
  of the Iowa Business Corporation Act.

            3.    The effective  date  of  incorporation  of  the
  Corporation is March 18, 1968.

            4.    Article  IV   of the  Articles of Incorporation
  of the Corporation is hereby  amended so as henceforth  to read
  as  set forth  on Exhibit  A  attached hereto  and made  a part
  hereof.

            5.    The  aforesaid  amendment  was  adopted by  the
  shareholders entitled to vote thereon on December 5, 1981.

            6.    The number  of  shares which  were  outstanding
  and  entitled to vote on the  aforesaid amendment is 3,372,390,
  consisting  of 2,625,454  Common Shares,  par  value $1.00  per
  share, 603,673  Series  A Common  Shares, par  value $1.00  per
  share, and 143,263  Preferred Shares, without par  value, which
  Common  Shares, Series  A Common  Shares  and Preferred  Shares
  were each  entitled to  vote on  the aforesaid  amendment as  a
  class.

            7.    The number  of votes cast  for the  adoption of
  the  aforesaid amendment  is  146,409,462,  and the  number  of
  votes  cast against  the  same is  74,206;  the number  of such
  outstanding  Common Shares that were  voted for adoption of the
  aforesaid  amendment  is  2,263,951, and  the  number  of  such
  Common Shares  that were voted  against the same  is 1,206; the
  number of Series A Common  Shares, having 250 votes  per share,
  that were voted  for the adoption of the aforesaid amendment is
  576,145, and the  number of such  Series A  Common Shares  that
  were voted  against the  same is 292;  and the  number of  such
  outstanding Preferred Shares  that were voted for  the adoption
  of the aforesaid amendment is  109,261, and the number  of such
  Preferred Shares that were voted against the same is 0.


                                -18-

  <PAGE>


            8.    The  date  on  which  the  aforesaid  amendment
  shall become effective  is the date on which the Iowa Secretary
  of State issues a Certificate of Amendment to the corporation.

  Executed on December 5, 1981.

                            TELEPHONE AND DATA SYSTEMS, INC.



                            By:   /s/ LeRoy T. Carlson        
                                -----------------------------
                                Its Chairman



                                 /s/ Michael G. Hron         
                                -----------------------------
                                Its Secretary


                                -19-

  <PAGE>
  STATE OF ILLINOIS   )
                      )  SS.
  COUNTY OF COOK      )


            On this 5th  day of December, A.D. 1981, before me, a
  Notary Public  in  and  for  the State  and  County  aforesaid,
  personally appeared  Michael G. Hron,  to me personally  known,
  who, being  by me duly sworn, did say  that he is the Secretary
  of  Telephone and  Data Systems,  Inc.,  the corporation  which
  executed  the   foregoing  instrument;  that  he   signed  said
  instrument  upon  behalf  of  said  corporation;  and  that  he
  acknowledged said instrument to be  the voluntary act and  deed
  of said corporation by it voluntarily  executed and his signing
  to be his voluntary act and deed by him voluntarily signed.

            IN  WITNESS WHEREOF, I have  placed my  hand and seal
  on the date aforesaid.



                              /s/ Clote Smith                  
                             ------------------------------
                                Notary Public


                            Commission expires:     9/2/85     
                                               ---------------




                                -20-

  <PAGE>
                             EXHIBIT A

                             ARTICLE IV
                           --------------


            Paragraph 1:    The  aggregate number  of shares which
  the corporation  is authorized to  issue is 77,000,000  shares,
  consisting of three  classes.  The designation  of each  class,
  the number of shares  of each class, the par value,  if any, of
  the shares  of each  class, or a  statement that the  shares of
  any class are without par value, are as follows:

      Class       Series       No. of Shares   Par Value
      --------    ---------    --------------  -----------

      Common      None          50,000,000     $1.00 per share

      Series A
      Common      None          25,000,000     $1.00 per share

      Preferred   See
                  Paragraph 2    2,000,000     Without par value


            Paragraph 2:    The    preferences,    qualifications,
  limitations, restrictions, and  the special or  relative rights
  of the Common, Series A Common, and Preferred Shares are:

            I.    Issue of Preferred Shares in Series. 
                  ---------------------------------------------
   Authority  is  hereby  vested in  the  board  of  directors to
  divide any  or all of the  Preferred Shares into series  and to
  fix and determine as to each series so established:

            (i)   The rate of dividend;

          (ii)    The price  at and  terms and conditions  on
      which shares may be redeemed;

         (iii)    The amount  payable upon shares in event of
      involuntary liquidation;

          (iv)    The amount payable upon shares in event  of
      voluntary liquidation;

            (v)   Sinking fund provisions for the  redemption
      or purchase of shares;

          (vi)    The terms  and conditions  on which  shares
      may  be converted,  if  the shares  of any  series  are
      issued with the privilege of conversion;

         (vii)    Voting  rights, if  any,  but in  no  event
      more than ten  votes per share in  connection with  any
      matter.

            II.   Dividends.  The holders of Preferred  Shares of
  each series shall  be entitled to receive, when and as declared
  by 


                                -21-

  <PAGE>
  the board  of directors, dividends  at the rate  fixed for such
  series,  and no more, payable  in quarterly installments on the
  first days  of March,  June,  September, and  December in  each
  year.  Dividends on Preferred  Shares shall be cumulative  from
  and  after the  respective  dates of  issuance.   No  dividends
  shall be  declared on  the shares  of any  series of  Preferred
  Shares for any  dividend period  unless the  full dividend  for
  all  prior dividend periods shall  have been  declared or shall
  be  declared  at  the  same  time  upon  all  Preferred  Shares
  outstanding during such  prior dividend periods.   No dividends
  shall be  declared on  the shares  of any  series of  Preferred
  Shares unless a  dividend for the same period shall be declared
  at the same time upon  all Preferred Shares outstanding  during
  said period in like proportion  to the dividend rate  upon such
  shares.   No  dividends shall  be  paid  on the  Common  Shares
  unless  full dividends  on  the Preferred  Shares for  all past
  dividend periods,  and for the  current dividend period,  shall
  have been  declared and  the corporation shall  have paid  such
  dividends or  shall have  set apart  a sum  sufficient for  the
  payment thereof.   No dividends shall  be declared  or paid  on
  the  Series  A  Common  Shares  unless  the  same, or  greater,
  dividends,  on a per share basis,  are declared and paid at the
  same time on the Common  Shares, provided, however, that  if at
  any time a  dividend is to be  paid in either Common  Shares or
  Series A  Common Shares  on either  Common Shares  or Series  A
  Common Shares, such dividend may only be paid follows:

            (i)   Common  Shares may  be paid  to  holders of
      Common Shares and proportionately to holders of  Series
      A Common Shares;

          (ii)    Series  A  Common Shares  may  be  paid  to
      holders  of  Common  Shares   and  proportionately   to
      holders of Series A Common Shares; or

         (iii)    Common Shares  may  be paid  to holders  of
      Common Shares  and Series A  Common Shares may be  paid
      proportionately to holders of Series A Common Shares;

  and  in  the case  of  any  such stock  dividend  and  board of
  directors  may permit  both the  holders of  Common Shares  and
  holders of  Series A Common Shares to elect  to receive cash in
  lieu of stock.

            III.  Certain Provisions Relating to Liquidation. 
                  ---------------------------------------------
   In the event  of any dissolution, liquidation or winding up of
  the corporation, whether voluntary or involuntary,  the holders
  of the then outstanding Preferred  Shares shall be entitled  to
  receive  the fixed  amount  payable in  such  event plus  a sum
  equal  to the  amount of  all accumulated  and unpaid dividends
  thereon at the  dividend rate fixed for such shares; after such
  payment  to  the  holders of  Preferred  Shares  the  remaining
  assets and funds  of the corporation shall  be distributed  pro
  rata  among the holders  of the Common Shares  and the Series A
  Common Shares.   A consolidation, merger, or  reorganization of
  the corporation with any other  corporation or corporations, or
  a  sale  of all  or  substantially all  of  the  assets of  the
  corporation, shall not be considered a dissolution,


                                -22-

  <PAGE>
  liquidation,  or  winding  up of  the  corporation  within  the
  meaning of these provisions.

            IV.   Preemptive Rights.  No holder  of shares of any
  class of  the corporation  shall have  any preemptive right  to
  subscribe  for or  acquire any  unissued or  treasury shares or
  other securities  of the corporation  of the same  or any other
  class,  whether  such   shares  or  securities  be   hereby  or
  hereafter authorized,  except that holders  of Series A  Common
  Shares shall  have a  preemptive right  to acquire unissued  or
  treasury Series A Common Shares  or securities convertible into
  or exchangeable for  Series A Common Shares or carrying a right
  to subscribe  to or acquire Series  A Common  Shares; provided,
  however, that  no preemptive right  shall exist to acquire  any
  Series A Common Shares sold otherwise than for cash.

            V.    Voting.    With  respect  to  the  election  of
  directors,  the  holders  of  (i)  Preferred  Shares  that  are
  entitled to  vote thereon and  that were issued before  October
  31, 1981, and (ii) Common  Shares, both voting together  as one
  class, shall be entitled to  elect at each annual  meeting that
  number of  directors which (together  with all directors  whose
  terms do not  expire at the time  of such meeting and  who were
  previously  elected by  such holders)  constitutes  25% of  the
  total number of  directors of  the corporation  (rounded up  to
  the  nearest whole  number), and  for  this purpose,  the total
  number  of directors  of the  corporation  shall be  determined
  without regard  to any director(s)  whom the holders  of one or
  more  series  of  Preferred  Shares, voting  as  a  class, have
  elected  or have  the  right to  elect.    The holders  of  (i)
  Preferred  Shares that  are entitled to  vote thereon  and that
  were issued  after October 31,  1981, and (ii)  Series A Common
  Shares,  both voting  together as one  class, shall be entitled
  to elect the  remaining directors,  subject to  the rights,  if
  any, of  the holders of one or more series of Preferred Shares,
  voting as a class, to elect one or more directors, and in  such
  election  each  holder  of Series  A  Common  Shares  shall  be
  entitled to ten votes for each share of  such stock standing in
  the name of  the holder  on the books  of the corporation,  and
  the holders  of such  Preferred Shares  shall  have the  voting
  rights fixed  and determined by  the board of  directors at the
  time the series of such  Preferred Shares held by  such holders
  was established.

            With respect to  all matters other than  the election
  of directors,  each holder of  Common Shares shall be  entitled
  to one vote for each share  of such stock standing in the  name
  of the holder on  the books of the corporation, each  holder of
  Series A Common Shares shall be entitled to  ten votes for each
  share of such stock standing in  the name of the holder on  the
  books of the corporation,  and the holders of Preferred  Shares
  shall have the  voting rights fixed and determined by the board
  of directors  at the time  the series of  Preferred Shares held
  by such holders was established.

            In the  event the  number of  issued and  outstanding
  Series A  Common Shares at  any time falls  below 500,000, then
  with respect 



                                -23-

  <PAGE>
  to the election of directors at the next annual meeting and  at
  each annual  meeting thereafter the  holders of Common  Shares,
  Series  A Common Shares, and Preferred Shares that are entitled
  to  vote  thereon  shall  be  entitled  to  elect  all  of  the
  directors of  the corporation, subject  to the rights, if  any,
  of  the holders  of  one or  more  series of  Preferred Shares,
  voting as a class, to elect one or  more directors, and in each
  such election of directors  each holder of Common  Shares shall
  be entitled  to one vote for each share  of such stock standing
  in the  name of  the holder  on the books  of the  corporation,
  each holder of Series A Common Shares shall be  entitled to ten
  votes for each share of such stock standing in the name of  the
  holder on  the books  of the  corporation, and  the holders  of
  Preferred  Shares  shall  have  the  voting  rights  fixed  and
  determined by the board of directors at  the time the series of
  Preferred Shares held by such holders was established.

            VI.   Conversion.  At  any time after March  1, 1982,
  each outstanding  Series A  Common Share  shall be  convertible
  into one Common Share.   Any such conversion shall  be effected
  by  the   presentation  and  surrender   of  the   certificates
  representing  the Series  A Common Shares  to be  converted, at
  the  office of the  corporation or  at such other  place as may
  from time to  time be designated  by the  corporation, in  such
  form  and  accompanied  by  all  transfer  taxes (or  proof  of
  payment  thereof),  if  any,  as  shall  be  required  for such
  transfer, and  upon such  surrender, the holder  of such  stock
  shall be entitled to receive  in exchange therefor certificates
  for  fully  paid  and  non-assessable   Common  Shares  of  the
  corporation  at the rate  aforesaid, and  such holder  shall be
  registered as the holder of such Common Shares.



                                -24-

  <PAGE>
                       ARTICLES OF AMENDMENT
                                 OF
                     ARTICLES OF INCORPORATION
                                 OF
                  TELEPHONE AND DATA SYSTEMS, INC.


  To the Secretary of State
  State of Iowa


            Pursuant to the provisions of  Section 496A.58 of the
  Iowa  Business   Corporation  Act,  the   domestic  corporation
  hereinafter named does  hereby adopt the following  Articles of
  Amendment of its Articles of Incorporation:

      1.    The name  of the  corporation is  Telephone and  Data
  Systems, Inc.   The corporation's  original name was  Telephone
  Systems, Inc.

      2.    The corporation is  subject to the provisions  of the
  Iowa Business Corporation Act.

      3.    The  effective  date  of  the  incorporation  of  the
  corporation is March 18, 1968.

      4.    A new Article  VIII is hereby added  to the  Articles
  of Incorporation to read as  set forth on the  attached Exhibit
  A.

      5.    The   aforesaid   amendment  was   adopted   by   the
  shareholders entitled to vote thereon on May 12, 1988.

      6.    The number  of shares  which are  outstanding on  the
  date of the adoption  of the aforesaid amendment  was 4,421,269
  Series A  Common Shares, 11,112,733  Common Shares and  118,297
  Preferred Shares.   All shareholders  were entitled to vote  on
  the aforesaid amendment as a  single class with the  holders of
  Common Shares and  Preferred Shares having one  vote per share,
  and  the holders of Series A Common Shares having ten votes per
  share.

      7.    The numbers  of outstanding  shares which  were voted
  for  the adoption  of  the  aforesaid amendment  are  4,294,803
  Series  A  Common Shares  (entitled  to ten  votes  per share),
  8,567,952 Common  Shares and  78,279 Preferred  Shares and  the
  numbers  of said shares which  were voted against the amendment
  are zero  Series A  Common  Shares, 245,687  Common Shares  and
  6,015 Preferred  Shares.  The holders  of 21,228  Common Shares
  abstained from voting on the aforesaid amendment.

      8.    The  date  on  which  the  aforesaid amendment  shall
  become effective is  the date on  which the  Iowa Secretary  of
  State issues a Certificate of Amendment to the corporation.




                                -25-

  <PAGE>
      9.    The  aforesaid  amendment  does  not provide  for  an
  exchange, reclassification  or cancellation  of issued  shares,
  nor does it effect a change in the amount of stated capital.

  Executed on May 26, 1988


                            TELEPHONE AND DATA SYSTEMS, INC.


                             By:  /s/ LeRoy T. Carlson, Jr.    
                                 ------------------------------
                                  LeRoy T. Carlson, Jr., 
                                  President


                            By:  /s/ Michael G. Hron          
                                -------------------------------
                                Michael G. Hron, Secretary


  STATE OF ILLINOIS  )
                     )   SS:
  COUNTY OF COOK     )


            On this  26th day of  May, 1988, before  me, a Notary
  Public in  and for the  State and County aforesaid,  personally
  appeared  LeRoy  T.  Carlson,  Jr.,  Michael  G.  Hron,  to  me
  personally known, who,  being by me  duly sworn,  did say  that
  they  are   the  President  and   Secretary,  respectively,  of
  Telephone  and  Data  Systems,  Inc.,   the  corporation  which
  executed  the  foregoing  instrument;  that  they  signed  said
  instrument  upon behalf  of  said  corporation; and  that  they
  acknowledged said instrument to  be the voluntary act  and deed
  of  said  corporation  by it  voluntarily  executed  and  their
  signing to be  their voluntary act and deed by them voluntarily
  signed.

            IN WITNESS  WHEREOF, I have placed  my hand  and seal
  on the date aforesaid.


                             /s/ Barb Hildebrand               
                             -----------------------------------
                                Notary Public


                            My Commission expires:    1/27/92  
                                                   -------------




                                -26-

  <PAGE>
                            EXHIBIT A TO
                      ARTICLES OF AMENDMENT OF
                    ARTICLES OF INCORPORATION OF
                 TELEPHONE AND DATA SYSTEMS, INC.,
           REGARDING THE ADDITION OF ARTICLE VIII THERETO



  "ARTICLE VIII:   To the  extent permitted by  the Iowa Business
  Corporation  Act  or  any other  applicable  law  presently  or
  hereafter in  effect, no  director of the  corporation shall be
  personally liable  to the corporation  or its shareholders  for
  monetary damages for breach of  any fiduciary duty owed  to the
  corporation or its shareholders,  provided that this  provision
  shall not relieve  a director from liability (a) for any breach
  of the director's  duty of loyalty  to the  corporation or  its
  shareholders, (b)  for acts or  omissions not in  good faith or
  which involve intentional misconduct or  a knowing violation of
  law, (c)  for transactions from  which the director derives  an
  improper personal benefit, or (d) under Section 496A.44  of the
  Iowa Business Corporation Act.   This  Article shall not  apply
  to acts or  omissions occurring prior to its effectiveness.  No
  amendment to,  expiration of  or repeal  of this Article  shall
  apply  to  or have  any  effect  on  the  liability or  alleged
  liability of  any  director  of  the corporation  for  or  with
  respect to  any acts or  omissions of  such director  occurring
  prior to such amendment, expiration or repeal."






                                -27-

  <PAGE>
                       ARTICLES OF AMENDMENT
                                 OF
                     ARTICLES OF INCORPORATION
                                 OF
                  TELEPHONE AND DATA SYSTEMS, INC.


  To the Secretary of State
  State of Iowa


            Pursuant to the provisions of  Section 496A.58 of the
  Iowa  Business   Corporation  Act,  the   domestic  corporation
  hereinafter named does  hereby adopt the following  Articles of
  Amendment of its Articles of Incorporation:

      1.    The name  of the  corporation is  Telephone and  Data
  Systems, Inc.   The corporation's  original name was  Telephone
  Systems, Inc.

      2.    The corporation is  subject to the provisions  of the
  Iowa Business Corporation Act.

      3.    The  effective  date  of  the  incorporation  of  the
  corporation is March 18, 1968.

      4.    Sections II  and III  of Paragraph 2  of Article  IV,
  are hereby amended  so as  henceforth to read  as set forth  on
  the attached Exhibit A.

      5.    The   aforesaid   amendment  was   adopted   by   the
  shareholders entitled to vote thereon on May 12, 1988.

      6.    The number  of shares which  were outstanding on  the
  date of the adoption  of the aforesaid amendment  was 4,421,269
  Series A  Common Shares, 11,112,733  Common Shares and  118,297
  Preferred Shares.   All shareholders  were entitled to vote  on
  the aforesaid  amendment.   The holders of  Common Shares voted
  separately as  a single class,  the holders of  Series A Common
  Shares voted  separately as a  single class and  the holders of
  Common  Shares, Series  A Common  Shares  and Preferred  Shares
  voted as a class.

      7.    The numbers  of outstanding  shares which were  voted
  for  the adoption  of  the  aforesaid amendment  are  4,294,803
  Series  A Common  Shares  (entitled to  ten  votes per  share),
  8,459,200 Common  Shares and 78,282  Preferred Shares, and  the
  numbers of  said shares which  were voted against  the same are
  zero Series  A Common Shares, 269,093  Common Shares  and 4,300
  Preferred Shares.   The  holders of  106,574 Common Shares  and
  1,712 Preferred Shares  abstained from voting on  the aforesaid
  amendment.





                                -28-

  <PAGE>
      8.    The  aforesaid  amendment  does  not provide  for  an
  exchange, reclassification  or cancellation  of issued  shares,
  nor does it effect a change in the amount of stated capital.

  Executed on May 26, 1988.

                            TELEPHONE AND DATA SYSTEMS, INC.


                            By:  /s/ LeRoy T. Carlson, Jr.    
                                ------------------------------
                                LeRoy T. Carlson, Jr., 
                                President


                            By:  /s/ Michael G. Hron          
                                ------------------------------
                                Michael G. Hron, Secretary


  STATE OF ILLINOIS  )
                     )   SS:
  COUNTY OF COOK     )

            On this  26th day of  May, 1988, before  me, a Notary
  Public  in and for the  State and  County aforesaid, personally
  appeared LeRoy  T. Carlson,  Jr., and  Michael G.  Hron, to  me
  personally known, who,  being by me  duly sworn,  did say  that
  they   are  the  President   and  Secretary,  respectively,  of
  Telephone  and  Data  Systems,  Inc.,   the  corporation  which
  executed  the  foregoing  instrument;  that  they  signed  said
  instrument  upon behalf  of  said  corporation; and  that  they
  acknowledged said instrument to  be the voluntary act and  deed
  of  said  corporation  by it  voluntarily  executed  and  their
  signing to be  their voluntary act and deed by them voluntarily
  signed.

            IN WITNESS  WHEREOF, I  have placed my  hand and seal
  on the date aforesaid.


                             /s/ Barb Hildebrand               
                            -----------------------------
                                Notary Public


                            My Commission expires:   1/27/92   
                                                   ------------





                                -29-

  <PAGE>
                            EXHIBIT A TO
                      ARTICLES OF AMENDMENT OF
                    ARTICLES OF INCORPORATION OF
                 TELEPHONE AND DATA SYSTEMS, INC.,
           REGARDING AMENDMENTS TO SECTIONS II AND III OF
                     PARAGRAPH 2 OF ARTICLE IV


      "II.  Dividends.  The  holders of Preferred Shares  of each
  series shall  be entitled to  receive, when and  as declared by
  the board  of directors, dividends  at the rate  fixed for such
  series, and no  more, payable in quarterly  installments on the
  first days  of March,  June, September,  and  December in  each
  year.  Dividends  on Preferred Shares shall be  cumulative from
  and  after  the respective  dates  of issuance.    No dividends
  shall be  declared on  the shares  of any  series of  Preferred
  Shares for  any dividend period  unless the  full dividend  for
  all prior dividend  periods shall have been  declared or  shall
  be  declared  at  the  same  time  upon  all  Preferred  Shares
  outstanding during such  prior dividend periods.   No dividends
  shall be  declared on  the shares  of any  series of  Preferred
  Shares unless a  dividend for the same period shall be declared
  at the same  time upon all Preferred Shares  outstanding during
  said period in like proportion  to the dividend rate  upon such
  shares.   No  dividends shall  be  paid  on the  Common  Shares
  unless  full dividends  on the  Preferred  Shares for  all past
  dividend periods,  and for the  current dividend period,  shall
  have been  declared and  the corporation  shall have paid  such
  dividends or  shall have  set apart  a sum  sufficient for  the
  payment thereof.   No dividends shall  be declared  or paid  on
  the Series  A  Common  Shares  unless  the  same,  or  greater,
  dividends, on a per  share basis, are declared and paid  at the
  same time on the Common  Shares; provided, however, that  if at
  any time a  dividend is to be  paid in either Common  Shares or
  Series A  Common Shares  on either  Common Shares  or Series  A
  Common Shares, such dividend may only be paid as follows:

            (i)   Common Shares may be paid  to holders of Common
  Shares  and  proportionately  to holders  of  Series  A  Common
  Shares;

          (ii)    Series A Common  Shares may be paid  to holders
  of Common Shares  and proportionately  to holders  of Series  A
  Common Shares; or

         (iii)    Common Shares may be paid  to holders of Common
  Shares  and Series A Common  Shares may be paid proportionately
  to holders of Series A Common Shares;

  and in  the  case  of any  such  stock  dividend the  board  of
  directors may permit  both the holders of Common Shares and the
  holders of Series A Common Shares  to elect to receive cash  in
  lieu of stock;  and provided, further,  that if at  any time  a
  dividend is  to be paid  on Common Shares  and Series A  Common
  Shares in two  classes of common stock (the  "Subsidiary Common
  Shares" and  the  "Subsidiary Series  A  Common Shares")  of  a
  subsidiary  of  the  corporation (the  "Subsidiary"),  with the
  Subsidiary Common Shares and the Subsidiary



                                -30-

  <PAGE>
  Series A Common Shares having  relative rights, preferences and
  limitations  vis-a-vis each other that,  in the judgment of the
  board  of directors, are  similar in  all material  respects to
  the relative rights, preferences and  limitations of the Common
  Shares vis-a-vis  the Series  A Common  Shares (except for  any
  variations in rights, preferences and  limitations that are (i)
  necessary to  enable the Subsidiary Common  Shares to be traded
  on an  exchange  or through  the  NASDAQ  System; (ii)  due  to
  differences in the laws of  the states of incorporation  of the
  corporation and the Subsidiary; or  (iii) equally applicable to
  the  Subsidiary  Common  Shares and  the  Subsidiary  Series  A
  Common  Shares), then  the Subsidiary  Common  Shares shall  be
  paid to the  extent practicable to the holders of Common Shares
  and Subsidiary  Series A  Common Shares  shall be  paid to  the
  extent  practicable  to  holders of  Series  A  Common  Shares,
  provided that the  same number of shares  on a per share  basis
  shall be paid on Common Shares and Series A Common Shares.

      III.  Certain  Provisions Relating to Liquidation.   In the
  event of  any  dissolution, liquidation  or winding  up of  the
  corporation, whether voluntary or  involuntary, the holders  of
  the  then outstanding  Preferred Shares  shall  be entitled  to
  receive  the fixed  amount  payable in  such  event plus  a sum
  equal  to the  amount of  all accumulated  and unpaid dividends
  thereon at the  dividend rate fixed for such shares; after such
  payment  to  the  holders of  Preferred  Shares  the  remaining
  assets and funds  of the corporation shall  be distributed  pro
  rata among  the holders of  the Common Shares and  the Series A
  Common Shares; provided, however, that  if the remaining assets
  and funds  of the  corporation  include two  classes of  common
  stock  (the  "Subsidiary  Common  Shares"  and the  "Subsidiary
  Series A  Common Shares")  of a  subsidiary of the  corporation
  (the "Subsidiary"), with  the Subsidiary Common Shares  and the
  Subsidiary  Series  A  Common Shares  having  relative  rights,
  preferences and limitations  vis-a-vis each other that,  in the
  judgment  of  the  board  of  directors,  are  similar  in  all
  material  respects  to the  relative  rights,  preferences  and
  limitations of the Common Shares vis-a-vis the Series  A Common
  Shares (except  for any variations  in rights, preferences  and
  limitations that  are (i)  necessary to  enable the  Subsidiary
  Common Shares  to  be traded  on  an  exchange or  through  the
  NASDAQ  System; (ii)  due  to differences  in  the laws  of the
  states of incorporation of the  corporation and the Subsidiary;
  or (iii)  equally applicable  to the  Subsidiary Common  Shares
  and the  Subsidiary Series  A Common  Shares), then  Subsidiary
  Common Shares  shall be distributed  to the extent  practicable
  to the holders  of Common Shares  and the  Subsidiary Series  A
  Common Shares  shall be distributed  to the extent  practicable
  to holders  of Series A  Common Shares, provided  that the same
  number of  shares on  a per  share basis  shall be  distributed
  with respect to Common  Shares and Series  A Common Shares.   A
  consolidation,  merger, or  reorganization  of the  corporation
  with any  other corporation or  corporations, or a  sale of all
  or substantially all  of the assets of  the corporation,  shall
  not be considered a dissolution, liquidation,  or winding up of
  the corporation within the meaning of these provisions.





                                -31-

  <PAGE>
              STATEMENT OF CHANGE OF REGISTERED OFFICE
                                 OF
                  TELEPHONE AND DATA SYSTEMS, INC.


  To the Secretary of State
      of the State of Iowa:


            Pursuant to the provisions of Section  12 of the Iowa
  Business  Corporation Act,  Chapter  496A,  Code of  Iowa,  the
  undersigned corporation, organized under the  laws of the State
  of  Iowa, submits  the following statement  for the  purpose of
  changing its registered office in the State of Iowa:

            I.    The name  of the  corporation is Telephone  and
                  Data Systems, Inc.

            II.   The address  of its  present registered  office
                  is  111 W.  2nd,  Ottumwa,  Iowa 52501  in  the
                  County of Wapello.

            III.  The address  to which its registered  office is
                  to be changed is North  Court at Park, Ottumwa,
                  Iowa 52501 in the county of Wapello.

            IV.   The  name  of its  present registered  agent is
                  Richard C. Bauerle.

            V.    The registered  agent of  the corporation  will
                  continue to be Richard C. Bauerle.

            VI.   The  address of its  registered office  and the
                  address   of  the   business   office  of   its
                  registered   agent   as   changed,    will   be
                  identical.

            VII.  Such  change was authorized  by resolution duly
                  adopted by its Board of Directors.

                            TELEPHONE AND DATA SYSTEMS, INC.


                            By:   /s/ LeRoy T. Carlson, Jr.   
                                ----------------------------
                                LeRoy T. Carlson, Jr.,
                                President




                                -32-

  <PAGE>
  STATE OF ILLINOIS   )
                      )     SS
  COUNTY OF COOK      )


            I, LeRoy T. Carlson,  Jr., being first duly sworn  on
  oath, depose and  state that I  am the  President of  Telephone
  and Data  Systems,  Inc., and  that  I executed  the  foregoing
  instrument  as  President  of the  corporation,  and  that  the
  statements contained therein are true.


                               /s/ LeRoy T. Carlson, Jr.   
                             -------------------------------
                             LeRoy T. Carlson, Jr.,
                             President


            Subscribed and  sworn to before  me this 10th day  of
  May, 1989.


                               /s/ Miriam L. Oberbruer     
                               -----------------------------
                                    Notary Public







                                -33-

  <PAGE>
                       ARTICLES OF AMENDMENT
                                 TO
                     ARTICLES OF INCORPORATION
                                 OF
                  TELEPHONE AND DATA SYSTEMS, INC.


  To the Secretary of State
  State of Iowa


            Pursuant to the provisions of  Section 496A.58 of the
  Iowa  Business   Corporation  Act,  the   domestic  corporation
  hereinafter named does  hereby adopt the following  Articles of
  Amendment for its Articles of Incorporation:

            1.    The name of  the corporation  is Telephone  and
  Data Systems, Inc. (formerly, Telephone  Systems, Inc.) and its
  effective date of incorporation is March 18, 1968.

            2.    A  new  Article  IX  is  hereby  added  to  the
  Articles of Incorporation  to read as set forth on the attached
  Exhibit A.

            3.    The  aforesaid  amendment was  adopted  by  the
  shareholders entitled to vote thereon on June 2, 1989.

            4.    The number  of shares which were outstanding on
  the  date  of  the  adoption  of the  aforesaid  amendment  was
  6,628,466 Series A Common Shares,  20,909,739 Common Shares and
  173,652  Preferred Shares.   Shareholders of  record as  of the
  close of  business on April 4,  1989, were entitled to  vote on
  the  aforesaid  amendment.   The number  of shares  entitled to
  vote on the  amendment was  6,640,548 Series  A Common  Shares,
  18,475,915 Common Shares and 185,427 Preferred Shares.

            5.    For approval  of the  amendment to establish  a
  new Article IX, the holders of Common Shares,  Preferred Shares
  and Series A Common Shares voted without regard to class.   The
  number of  outstanding shares  voted for  the  adoption of  the
  aforesaid  amendment  was  6,632,472  Series  A  Common  Shares
  (entitled to  ten votes  per share),  13,008,174 Common  Shares
  and  151,274 Preferred  Shares  and the  number of  said shares
  which were  voted against  the amendment  are 2,676,987  Common
  Shares and 290  Preferred Shares.  The holders of 71,524 Common
  Shares and  324 Preferred Shares  abstained from voting on  the
  aforesaid amendment.

            6.    The  date  on  which  the  aforesaid  amendment
  shall become effective  is the date on which the Iowa Secretary
  of State issues a Certificate of Amendment to the corporation.

            7.    The aforesaid  amendment does  not provide  for
  an  exchange,  reclassification   or  cancellation  of   issued
  shares, nor  does it  effect a change  in the amount  of stated
  capital.



                                -34-

  <PAGE>

  Executed on June 27, 1989.

                            TELEPHONE AND DATA SYSTEMS, INC.


                            By:   /s/ LeRoy T. Carlson, Jr.   
                                ----------------------------
                                Its President


                                 /s/ Bertram T. Ebzery        
                                ----------------------------
                                Its Assistant Secretary


  STATE OF ILLINOIS   )
                      )     SS
  COUNTY OF COOK      )


            I,  Bertram T.  Ebzery,  being  first duly  sworn  on
  oath, depose and  state that I  am the  Assistant Secretary  of
  Telephone  and  Data Systems,  Inc.,  and that  I  executed the
  foregoing   instrument   as   Assistant    Secretary   of   the
  corporation,  and that  the  statements  contained therein  are
  true,  and  that  I  acknowledge  said  instrument  to  be  the
  voluntary act and deed of the corporation.


                               /s/ Bertram T. Ebzery       
                             ---------------------------
                             Bertram T. Ebzery
                             Assistant Secretary


            Subscribed and  sworn to before  me this 27th day  of
  June, 1989.


                               /s/ Karen A. Barnes         
                               ----------------------------
                                   Notary Public






                                -35-

  <PAGE>
                                                        Exhibit A


                             ARTICLE IX
                                 TO
                     ARTICLES OF INCORPORATION
                                 OF
                  TELEPHONE AND DATA SYSTEMS, INC.


  ARTICLE IX: The  board of  directors of  the corporation,  when
  evaluating any offer  of another party to (a)  make a tender or
  exchange offer for  any equity security of the corporation; (b)
  merge or consolidate  the corporation with another corporation;
  or
  (c) purchase  or otherwise acquire all  or substantially all of
  the  properties   and  assets  of   the  corporation  may,   in
  connection with  the exercise  of its  judgment in  determining
  what is  in  the best  interests  of  the corporation  and  its
  shareholder,  give  due   consideration  to  all  factors   the
  directors deem relevant, including  without limitation (i)  the
  effects  on the  customers  of the  corporation  or any  of its
  subsidiaries; (ii) not only the  consideration being offered in
  relation   to  the   then   current   market  price   for   the
  corporation's  outstanding shares  of capital  stock, but  also
  the board of  directors' estimate of  the future  value of  the
  corporation (including the  unrealized value of its  properties
  and  assets) as  an independent  going concern;  and (iii)  the
  purpose of  the corporation,  and any  of its  subsidiaries, to
  provide quality products and services on a long term basis.




                                -36-

  <PAGE>
                       ARTICLES OF AMENDMENT
                                 TO
                     ARTICLES OF INCORPORATION
                                 OF
                  TELEPHONE AND DATA SYSTEMS, INC.


  To the Secretary of State
  State of Iowa


            Pursuant to the provisions of  Section 496A.58 of the
  Iowa  Business   Corporation  Act,  the   domestic  corporation
  hereinafter named does  hereby adopt the following  Articles of
  Amendment for its Articles of Incorporation:

            1.    The name of  the corporation  is Telephone  and
  Data Systems, Inc. (formerly, Telephone  Systems, Inc.) and its
  effective date of incorporation is March 18, 1968.

            2.    Paragraph 1  of Article IV,  is hereby  amended
  so  as henceforth to read as  set forth on the attached Exhibit
  A.

            3.    The aforesaid  amendments were  adopted by  the
  shareholders entitled to vote thereon on June 2, 1989.

            4.    The number  of shares which were outstanding on
  the  date  of  the  adoption  of the  aforesaid  amendment  was
  6,628,466 Series A Common Shares,  20,909,739 Common Shares and
  173,652  Preferred Shares.   Shareholders of  record as  of the
  close of  business on April 4,  1989, were entitled to  vote on
  the  amendments.  The number of  shares entitled to vote on the
  amendments  was  6,640,548 Series  A Common  Shares, 18,475,915
  Common Shares and 185,427 Preferred Shares.

            5.    (a)       For   approval  of  the  amendment  to
  increase   the  number  of  authorized  Preferred  Shares,  the
  holders of Common Shares  voted separately  as a single  class,
  the holders of  Series A Common  Shares voted  separately as  a
  single  class  and  the  holders   of  Preferred  Shares  voted
  separately  as  a  single class.    The  number of  outstanding
  shares voted  for  the  amendment  to increase  the  number  of
  authorized  Preferred  Shares  of  the  Company  was  6,626,700
  Series  A  Common Shares  (entitled  to ten  votes  per share),
  13,398,372 Common Shares and 149,625  Preferred Shares, and the
  number of said shares voted  against the same was  4,176 Series
  A Common  Shares, 2,252,988 Common  Shares and 2,104  Preferred
  Shares.  The holders of  1,596 Series A Common  Shares, 105,325
  Common Shares  and 144 Preferred  Shares abstained from  voting
  on the aforesaid amendment.

              (b)     For  approval of the  amendment to increase
  the  number of authorized Common Shares,  the holders of Common
  Shares voted separately as a  single class, the holders  of the
  Series A Common  Shares voted separately as a single class, and
  the  holders of  Common  Shares,  Series  A Common  Shares  and
  Preferred Shares voted



                                -37-

  <PAGE>
  without  regard to  class.   The number  of outstanding  shares
  voted for  the amendment  to increase the  number of authorized
  Common Shares  of the  Company  was 6,626,700  Series A  Common
  Shares (entitled  to ten  votes per  share), 12,685,438  Common
  Shares and  151,678 Preferred  Shares, and  the number of  said
  shares  voted  against  the  same was  4,176  Series  A  Common
  Shares, 3,016,617  Common Shares and 15  Preferred Shares.  The
  holders of 1,596 Series  A Common Shares, 54,630  Common Shares
  and  180  Preferred   Shares  abstained  from  voting   on  the
  aforesaid amendment.

            6.    The date  on  which  the  aforesaid  amendments
  shall become effective  is the date on which the Iowa Secretary
  of State issues a Certificate of Amendment to the corporation.

            7.    The aforesaid amendments do  not provide for an
  exchange, reclassification  or cancellation  of issued  shares,
  nor does it effect a change in the amount of stated capital.

  Executed on June 27, 1989.

                            TELEPHONE AND DATA SYSTEMS, INC.


                            By:   /s/ LeRoy T. Carlson, Jr.   
                                ----------------------------
                                Its President


                                 /s/ Bertram T. Ebzery        
                                ----------------------------
                                Its Assistant Secretary


  STATE OF ILLINOIS   )
                      )     SS
  COUNTY OF COOK      )

            I,  Bertram T.  Ebzery,  being  first duly  sworn  on
  oath, depose and  state that I  am the  Assistant Secretary  of
  Telephone  and  Data   Systems,  Inc.,  that  I   executed  the
  foregoing   instrument    as   Assistant   Secretary   of   the
  corporation,  and  that  the statements  contained  therein are
  true,  and  that  I  acknowledge  said  instrument  to  be  the
  voluntary act and deed of the corporation.


                               /s/ Bertram T. Ebzery       
                             --------------------------------
                             Bertram T. Ebzery
                             Assistant Secretary

            Subscribed  and sworn to before  me this  27th day of
  June, 1989.


                               /s/ Karen A. Barnes         
                             ----------------------------
                                   Notary Public


                                -38-

  <PAGE>
                                                        Exhibit A


                  PARAGRAPH 1 OF ARTICLE IV OF THE
                    ARTICLES OF INCORPORATION OF
                  TELEPHONE AND DATA SYSTEMS, INC.


            Paragraph 1:    The  aggregate number  of shares which
  the corporation is  authorized to issue is  130,000,000 shares,
  consisting of  three classes.   The designation  of each class,
  the number  of shares of each class, the  par value, if any, of
  the shares of  each class, or  a statement  that the shares  of
  any class are without par value, are as follows:

  Class       Series        No. of Shares        Par Value
  ------      -------       -------------        ------------

  Common      None            100,000,000        $1.00 per share

  Series A    None             25,000,000        $1.00 per share
  Common

  Preferred   See Paragraph 2   5,000,000       Without par value
              (of original
               articles)






                                -39-

  <PAGE>
                         ARTICLES OF MERGER

                                 OF

              PITTSBORO COMMUNITY TELEPHONE CO., INC.

                      (an Indiana corporation)

                                INTO

                  TELEPHONE AND DATA SYSTEMS, INC.

                       (an Iowa corporation)


  To the Secretaries of State
  State of Iowa and State of Indiana


            Pursuant  to  the  provisions of  the  Iowa  Business
  Corporation Act governing the merger  of a foreign wholly-owned
  subsidiaries  business  corporation into  its  domestic  parent
  business corporation,  and pursuant  to the  provisions of  the
  Indiana  General Corporation  Act  governing  the merger  of  a
  domestic wholly-owned subsidiary business  corporation into its
  foreign   parent  business  corporation,   Telephone  and  Data
  Systems,  Inc.,  an  Iowa corporation  does  hereby  adopt  the
  following articles of merger.

            A.    The name of  the subsidiary corporation,  which
  is  a business  corporation  organized under  the  laws of  the
  State of Indiana,  and which is  subject to  the provisions  of
  the Indiana  General Corporation  Act,  is Pittsboro  Community
  Telephone Co., Inc.,  sometimes hereinafter referred to  as the
  "subsidiary corporation."

            B.    The name of the parent  corporation, which is a
  business  corporation organized under the  laws of the State of
  Iowa, and  which  is subject  to  the  provisions of  the  Iowa
  Business Corporation Act, is Telephone  and Data Systems, Inc.,
  sometimes   hereinafter   referred   to   as   the   "surviving
  corporation."

            C.    The   number  of  outstanding   shares  of  the
  subsidiary corporation is 100, all  of which are of  one class,
  and all of which are owned by the surviving corporation.

            D.    The  following  is  the  Plan   of  Merger  for
  merging  Pittsboro Community  Telephone Co.,  Inc.,  a business
  corporation of  the State of  Indiana, into Telephone and  Data
  Systems, Inc., a business corporation of the State of Iowa:

            Plan  of Merger  approved on  December  22, 1983,  by
  resolution adopted by at least  a majority vote of  the members
  of the Board  of Directors of Telephone and Data Systems, Inc.,
  for the purpose  of merging Pittsboro Community  Telephone Co.,
  Inc., its



                                -40-

  <PAGE>
  wholly-owned  subsidiary  business corporation,  into Telephone
  and Data Systems, Inc.

            1.    Telephone and  Data Systems,  Inc., which is  a
      business corporation of  the State of Iowa, is the owner of
      all  of  the  outstanding  shares  of  Pittsboro  Community
      Telephone Co.,  Inc., which  is a  business corporation  of
      the State  of  Indiana, hereby  merges Pittsboro  Community
      Telephone Co., Inc. into Telephone and  Data Systems, Inc.,
      pursuant  to  the   provisions  of   the  Indiana   General
      Corporation Act  and the  provisions of  the Iowa  Business
      Corporation Act.

            2.    The  separate  existence   of  the   subsidiary
      corporation  shall cease  upon the  effective  date of  the
      merger pursuant  to the provisions  of the Indiana  General
      Corporation Act;  and  Telephone  and Data  Systems,  Inc.,
      shall continue  its existence as the  surviving corporation
      pursuant   to  the   provisions   of   the  Iowa   Business
      Corporation Act.

            3.  The  issued shares of the  subsidiary corporation
      shall not be converted in  any manner, but each  said share
      which is  issued as  of the  effective date  of the  merger
      shall be surrendered and extinguished.

            4.   Telephone and  Data Systems,  Inc., does  hereby
      agree that  it may be  served with process in  the State of
      Indiana  in  any  proceeding for  the  enforcement  of  any
      obligation  of  the  subsidiary  corporation,  does  hereby
      irrevocably appoint the  Secretary of State of the State of
      Indiana as  its agent to accept  service of  process in any
      such  proceeding, and does  hereby designate  the following
      address  within the State of Indiana to which a copy of any
      such process shall be mailed by said Secretary of State;

              Mr. Robert A. Wilder
              127 North Indiana Street
              P.O. Box 248
              Roachdale, Indiana 46172

            5.    The Board  of Directors and the proper officers
      of   Telephone   and   Data  Systems,   Inc.,   are  hereby
      authorized, empowered,  and directed to do any and all acts
      and  things and  to  make,  execute, deliver,  file  and/or
      record  any  and all  instruments,  papers,  and  documents
      which shall  be or become  necessary, proper or  convenient
      to carry  out or put into  effect any of the  provisions of
      this Plan of Merger or of the merger herein provided for.

            E.    The Articles  of Incorporation of the surviving
  corporation do  not require  the approval  of its  shareholders
  for  the  merger   of  the  subsidiary  corporation   into  the
  surviving corporation.



                                -41-

  <PAGE>

            F.    No mailing of a  copy of the Plan of  Merger is
  required  inasmuch  as all  of  the outstanding  shares  of the
  subsidiary corporation are owned by the surviving corporation.

            G.    The laws  of the  State of  Indiana permit  the
  merger of  a wholly-owned  business corporation  of that  state
  into a parent  business corporation of  the State  of Iowa  and
  the  merger  provided  for in  the  Plan of  Merger  is  in due
  compliance with the laws of the State of Indiana.

            H.    The effective date  of the merger  provided for
  in  the  Plan of  Merger,  insofar  as  the  provisions of  the
  Indiana General Corporation and  the Iowa Business  Corporation
  Act  shall govern  said effective  date, shall  be December 30,
  1983.

  Executed on December 22, 1983


                            TELEPHONE AND DATA SYSTEMS, INC.


                            By:  /s/ LeRoy T. Carlson         
                                ---------------------------
                                LeRoy T. Carlson
                             Chairman and Chief Executive Officer


                              /s/ Michael G. Hron           
                             ------------------------------
                             Michael G. Hron
                             Secretary





                                -42-

  <PAGE>
  STATE OF ILLINOIS  )
                     )    SS.
  COUNTY OF COOK     )



            On this 22nd  day of December, A.D. 1983, before me a
  Notary  Public  in and  for  the  State  and County  aforesaid,
  personally appeared LeRoy  T. Carlson, to me  personally known,
  who, being by  me duly sworn, did  say that he is  the Chairman
  and  Chief Executive  Officer of  Telephone  and Data  Systems,
  Inc., the  corporation which executed the foregoing instrument;
  that  the  seal affixed  to  said  instrument  is  the seal  of
  Telephone and  Data Systems,  Inc.; that  he signed and  sealed
  such instrument on behalf  of said corporation by authority  of
  its  Board  of   Directors;  and  that  he   acknowledged  said
  instrument   to  be  the  voluntary   act  and   deed  of  said
  corporation by it voluntarily  executed and to be his voluntary
  act and deed by him voluntarily executed.

            IN WITNESS WHEREOF, I  have placed  my hand and  seal
  on the date aforesaid.


                              /s/ James M. O'Brien          
                             ----------------------------
                                      Signature


                                    James M. O'Brien        
                             ------------------------------
                                   Notary Public


                             Commissions expires:

                                       4/25/87              
                             ------------------------------





                                -43-

  <PAGE>
                         ARTICLES OF MERGER

                                 OF

                 FAYETTEVILLE TELEPHONE CORPORATION

                       (an Ohio corporation)

                                INTO

                  TELEPHONE AND DATA SYSTEMS, INC.

                       (an Iowa corporation)


  To the Secretaries of State
  State of Iowa and State of Ohio


            Pursuant  to  the  provisions of  the  Iowa  Business
  Corporation Act governing the merger  of a foreign wholly-owned
  subsidiary  business  corporation  into   its  domestic  parent
  business corporation,  and pursuant  to the  provisions of  the
  Ohio  General  Corporation  Law  governing   the  merger  of  a
  domestic wholly-owned subsidiary business  corporation into its
  foreign   parent  business  corporation,   Telephone  and  Data
  Systems,  Inc., an  Iowa  corporation,  does hereby  adopt  the
  following articles of merger.

            A.    The name of  the subsidiary corporation,  which
  is  a business  corporation  organized under  the  laws of  the
  State of  Ohio and which  is subject to  the provisions of  the
  Ohio  General  Corporation   Law,  is  Fayetteville   Telephone
  Corporation,   sometimes  hereinafter   referred   to  as   the
  "subsidiary corporation."

            B.    The name of the parent  corporation, which is a
  business  corporation organized under the  laws of the State of
  Iowa, and  which  is subject  to  the  provisions of  the  Iowa
  Business Corporation Act, is Telephone  and Data Systems, Inc.,
  sometimes   hereinafter   referred   to   as   the   "surviving
  corporation."

            C.    The   number  of  outstanding   shares  of  the
  subsidiary corporation is 360, all  of which are of  one class,
  and all of which are owned by the surviving corporation.

            D.    The  following  is  the  Plan   of  Merger  for
  merging   Fayetteville   Telephone   Corporation,  a   business
  corporation  of  the State  of  Ohio  into Telephone  and  Data
  Systems, Inc., a business corporation of the State of Iowa;

            PLAN OF MERGER approved on December  22, 1983, by
      resolution  adopted  by  at least  a  majority  of  the
      members  of the  Board of  Directors  of Telephone  and
      Data   Systems,  Inc.,  for  the   purpose  of  merging
      Fayetteville Telephone 


                                -44-

  <PAGE>

      Corporation,   its    wholly-owned   subsidiary    business
      corporation, into Telephone and Data Systems, Inc.

              1.  Telephone  and Data Systems,  Inc., which  is a
            business corporation  of the  State of  Iowa, is  the
            owner   of   all  of   the   outstanding   shares  of
            Fayetteville   Telephone  Corporation,   which  is  a
            business  corporation of  the State  of Ohio,  hereby
            merges   Fayetteville  Telephone   Corporation   into
            Telephone  and Data  Systems, Inc.,  pursuant to  the
            provisions  of the Ohio  General Corporation  Law and
            the provisions of the Iowa Business Corporation Act.

              2.  The  separate  existence   of  the   subsidiary
            corporation shall  cease upon  the effective date  of
            the merger  pursuant to  the provisions  of the  Ohio
            General  Corporation  Law;  and  Telephone  and  Data
            Systems,  Inc., shall continue  its existence  as the
            surviving  corporation pursuant to  the provisions of
            the Iowa Business Corporation Act.

              3.  The   issued   shares    of   the    subsidiary
            corporation  shall not  be  converted in  any manner,
            but  each  said  share  which  is  issued as  of  the
            effective date  of the  merger  shall be  surrendered
            and extinguished.

              4.  Telephone  and Data Systems,  Inc., does hereby
            agree  that  it may  be  served with  process  in the
            State of Ohio  in any proceeding for  the enforcement
            of  any  obligation  of  the subsidiary  corporation,
            does hereby  irrevocably  appoint  the  Secretary  of
            State of the  State of Ohio  as its  agent to  accept
            service of process  in any such proceeding,  and does
            hereby  designate  the following  address  within the
            State of Ohio  to which a  copy of  any such  process
            shall be mailed by said Secretary of State:

                  Mr. Robert A. Wilder
                  Russel Street
                  P.O. Box 110
                  Fayetteville, Ohio 45118

              5.  The Board of Directors and the proper  officers
            of  Telephone  and Data  Systems,  Inc.,  are  hereby
            authorized, empowered,  and directed  to  do any  and
            all acts  and things and  to make, execute,  deliver,
            file and/or record any  and all instruments,  papers,
            and documents  which  shall be  or become  necessary,
            proper or convenient to carry out or  put into effect
            any of  the provisions of  this Plan of  Merger or of
            the merger herein provided for.

            E.    The Articles of Incorporation  of the surviving
  corporation do  not require  the approval  of its  shareholders
  for the 


                                -45-

  <PAGE>
  merger  of  the  subsidiary  corporation  into  the   surviving
  corporation.

            F.    No mailing of a  copy of the Plan of  Merger is
  required  inasmuch as  all  of the  outstanding  shares of  the
  subsidiary corporation are owned by the surviving corporation.

            G.    The  laws  of  the State  of  Ohio  permit  the
  merger of  a wholly-owned  business corporation  of that  state
  into a parent  business corporation of  the State  of Iowa  and
  the  merger  provided  for in  the  Plan  of Merger  is  in due
  compliance with the laws of the State of Ohio.

            H.    The Plan of  Merger was approved by at  least a
  majority vote of  the Boards of Directors of Telephone and Data
  Systems, Inc., and Fayetteville Telephone Corporation.

            I.    The effective  date of the merger  provided for
  in the  Plan of Merger, insofar  as the provisions  of the Ohio
  General  Corporation  and  the Iowa  Business  Corporation  Act
  shall govern said effective date, shall be December 30, 1983.

  Executed on December 22, 1983.


                            TELEPHONE AND DATA SYSTEMS, INC.


                            By:  /s/ LeRoy T. Carlson         
                                ---------------------------
                                LeRoy T. Carlson
                             Chairman and Chief Executive Officer


                              /s/ Michael G. Hron          
                             -------------------------------
                             Michael G. Hron
                             Secretary





                                -46-

  <PAGE>
  STATE OF ILLINOIS  )
                     )    SS.
  COUNTY OF COOK     )



            On this 22nd  day of December, A.D. 1983, before me a
  Notary  Public  in and  for  the  State  and County  aforesaid,
  personally appeared LeRoy  T. Carlson, to me  personally known,
  who, being by  me duly sworn, did  say that he is  the Chairman
  and  Chief Executive  Officer of  Telephone  and Data  Systems,
  Inc., the  corporation which executed the foregoing instrument;
  that  the  seal affixed  to  said  instrument  is  the seal  of
  Telephone and  Data Systems,  Inc.; that  he signed and  sealed
  such instrument on behalf  of said corporation by authority  of
  its  Board  of   Directors;  and  that  he   acknowledged  said
  instrument   to  be  the  voluntary   act  and   deed  of  said
  corporation by it voluntarily  executed and to be his voluntary
  act and deed by him voluntarily executed.

            IN WITNESS WHEREOF, I  have placed  my hand and  seal
  on the date aforesaid.




                              /s/ James M. O'Brien         
                             -------------------------------
                                    Signature


                                     James M. O'Brien      
                            --------------------------------
                                    Notary Public


                             Commission expires:

                                          4/25/87          
                             --------------------------------






                                -47-

  <PAGE>
                  TELEPHONE AND DATA SYSTEMS, INC.


                STATEMENT OF CANCELLATION OF SHARES
              ---------------------------------------


            1.  (a)   The  name of  the corporation  is Telephone
  and Data Systems, Inc.

                (b)   The effective date of its  incorporation is
  March 18, 1968.

                (c)   The  original name  of the  corporation was
  Telephone Systems, Inc.


            2.  By  unanimous written  consent  of the  Board  of
  Directors, a  copy of which  is attached hereto, the  following
  shares of the corporation were cancelled:

      Number      Class      Series             Par value
      -------     ------     -------            ---------

       756        Common      None                $1.00


            3.  The aggregate  number of issued shares,  itemized
  by class  and series,  after giving effect  to the cancellation
  is:

      Issued       Class     Series               Par value
      -------     -------   --------            -------------

    2,050,923      Common      None                  $1.00
        1,743      Preferred   Voting Series A  Without par value


            4.  The amount,  expressed in dollars, of  the stated
  capital  of  the   corporation  after  giving  effect   to  the
  cancellation is $2,225,223.00.


            IN  WITNESS WHEREOF, the  undersigned Corporation has
  caused this Statement of  Cancellation of Shares to be executed
  by its  duly elected President  and Secretary, as of  September
  25, 1971.



                             /s/ LeRoy T. Carlson              
                            --------------------------------
                                President

  (CORPORATE SEAL)

                             /s/ Herbert S. Wander             
                            --------------------------------
                                Secretary


                                -48-

  <PAGE>

  STATE OF ILLINOIS   )
                      )     SS
  COUNTY OF COOK      )


            I,  Shirley M.  Pauper, a  Notary  Public, do  hereby
  certify that  on the day  of October 19,  A.D. 1971, personally
  appeared before me Herbert S.  Wander, who declared that  he is
  the  secretary  of  the  corporation,  executed  the  foregoing
  document,  and being  first duly  sworn,  acknowledged that  he
  signed  the foregoing  document  in  the capacity  therein  set
  forth and  declared that the  statements therein contained  are
  true.

            IN WITNESS  WHEREOF, I have hereunto  set my hand and
  seal the day and year before written.


                             /s/ Shirley M. Pauper             
                            --------------------------------
                                Notary Public
  (Notarial Seal)




                                -49-

  <PAGE>
                  TELEPHONE AND DATA SYSTEMS, INC.


            INFORMAL DIRECTORS' ACTION UNDER SECTION 140
                OF THE IOWA BUSINESS CORPORATION ACT


            The undersigned, being all the directors of

                 TELEPHONE AND DATA SYSTEMS, INC.,

  an Iowa corporation,  do hereby declare and  state, pursuant to
  Section 140 of The Iowa  Business Corporation Act, as  amended,
  that  they   consent  to   and  hereby   adopt  the   following
  resolutions and take the following action:

            RESOLVED, that 32 shares  of the Common Stock  of the
      Corporation  represented by  certificate number  CO 405  be
      and  the  same  are  hereby  cancelled   and  the  attached
      Statement of  Cancellation  of Shares  be and  the same  is
      hereby adopted.

            FURTHER RESOLVED, that the shares  so cancelled shall
      be  restored  to  the status  of  authorized  but  unissued
      shares.

            FURTHER  RESOLVED,   that   the   officers   of   the
      Corporation be and the same  are hereby directed to  do and
      perform all acts  necessary for the proper  cancellation of
      such shares.


            IN WITNESS  WHEREOF, we have  hereunto set our  hands
  and seal this 30th day of April, 1974.



    /s/ Rudolph Hornacek                    /s/ LeRoy T. Carlson 
  --------------------------              ----------------------
        Rudolph Hornacek                        LeRoy T. Carlson


    /s/ K.C. August                         /s/ M.E. Putnam      
  --------------------------              ---------------------- 
        K.C. August                             M.E. Putnam


    /s/ Herbert S. Wander                   /s/ Lester O. Johnson
  --------------------------              -----------------------
        Herbert S. Wander                       Lester O. Johnson


    /s/ LeRoy T. Carlson, Jr.               /s/ William G. Vance 
  ---------------------------             ----------------------
        LeRoy T. Carlson, Jr.                    William G. Vance



                                -50-

  <PAGE>
                  TELEPHONE AND DATA SYSTEMS, INC.


                STATEMENT OF CANCELLATION OF SHARES
               --------------------------------------



            1.  (a)   The  name of  the corporation  is Telephone
  and Data Systems, Inc.

                (b)   The  effective date of its incorporation is
  March 18, 1968.

                (c)   The  original name  of the  corporation was
  Telephone Systems, Inc.


            2.  By  unanimous written  consent  of  the Board  of
  Directors, a  copy of  which is attached  hereto, the following
  shares of the corporation were cancelled:

      Number      Class      Series             Par value
      ------    ---------   ---------           ----------

        32        Common      None                $1.00


            3.  The aggregate  number of  issued shares, itemized
  by class and series,  after giving  effect to the  cancellation
  is:

      Issued       Class      Series               Par value
  ------------  ----------   ---------           -------------

    2,290,919      Common     None                    $1.00
        1,743      Preferred  Voting Series A   Without par value
        1,955      Preferred  Voting Series B   Without par value
        2,250      Preferred  Voting Series C   Without par value
        5,567      Preferred  Voting Series D   Without par value
       10,001      Preferred  Voting Series E   Without par value

            4.  The  amount, expressed in  dollars, of the stated
  capital  of  the   corporation  after  giving  effect   to  the
  cancellation is $23,906,132.



                                -51-

  <PAGE>
            IN WITNESS  WHEREOF, the undersigned  Corporation has
  caused this Statement of Cancellation of Shares to  be executed
  by its  duly elected President  and Secretary, as  of April 30,
  1974.



                             /s/ LeRoy T. Carlson              
                            ---------------------------
                                President

  (CORPORATE SEAL)

                             /s/ Herbert S. Wander             
                            ---------------------------
                                Secretary


  STATE OF ILLINOIS   )
                      )     SS
  COUNTY OF COOK      )


            I,  Mildred L.  Upper,  a  Notary Public,  do  hereby
  certify that  on the 30th  day of April,  A.D. 1974, personally
  appeared before me HERBERT S.  WANDER, who declared that  he is
  the  Secretary  of  the  corporation,  executed  the  foregoing
  document,  and being  first duly  sworn,  acknowledged that  he
  signed  the foregoing  document  in  the capacity  therein  set
  forth and  declared that the  statements therein contained  are
  true.

            IN WITNESS WHEREOF, I  have hereunto set my hand  and
  seal the day and year before written.


                             /s/ Mildred L. Upper              
                            --------------------------
                                Notary Public

  (Notarial Seal)




                                -52-

  <PAGE>
                  TELEPHONE AND DATA SYSTEMS, INC.


                STATEMENT OF CANCELLATION OF SHARES
                ------------------------------------



            1.  (a)   The  name of  the corporation  is Telephone
  and Data Systems, Inc.

                (b)   The  effective date of its incorporation is
  March 18, 1968.

                (c)   The  original name  of the  corporation was
  Telephone Systems, Inc.


            2.  By  unanimous written  consent  of  the Board  of
  Directors, a  copy of  which is attached  hereto, the following
  shares of the corporation were cancelled:

      Number      Class      Series             Par value
      -------   --------    --------            ----------

       348        Preferred        A            Without par value


            3.  The aggregate  number of  issued shares, itemized
  by class and series,  after giving  effect to the  cancellation
  is:

      Issued       Class     Series               Par value
      -------     -------   ----------          ------------

    2,296,934      Common     None                 $1.00
        1,395      Preferred  Voting Series A  Without par value
        1,955      Preferred  Voting Series B  Without par value
        2,250      Preferred  Voting Series C  Without par value
        5,567      Preferred  Voting Series D  Without par value
       10,001      Preferred  Voting Series E  Without par value
        3,000      Preferred  Voting Series F  Without par value

            4.  The amount,  expressed in dollars, of  the stated
  capital  of  the   corporation  after  giving  effect   to  the
  cancellation is $4,713,734.



                                -53-

  <PAGE>
            IN WITNESS  WHEREOF, the undersigned  Corporation has
  caused this Statement of Cancellation of Shares to  be executed
  by its duly elected President  and Secretary, as of  October 1,
  1974.



                             /s/ LeRoy T. Carlson              
                            ----------------------------------
                                President

  (CORPORATE SEAL)

                             /s/ Herbert S. Wander             
                            ----------------------------------
                                Secretary


  STATE OF ILLINOIS   )
                      )     SS
  COUNTY OF COOK      )


            I,  Lynn  M.  Novotry, a  Notary  Public,  do  hereby
  certify that  on  the  1st  day of  October,  1974,  personally
  appeared before me HERBERT S.  WANDER, who declared that  he is
  the  Secretary  of  the  corporation,  executed  the  foregoing
  document,  and being  first duly  sworn,  acknowledged that  he
  signed  the foregoing  document  in  the capacity  therein  set
  forth and  declared that the  statements therein contained  are
  true.

            IN WITNESS WHEREOF, I  have hereunto set my hand  and
  seal the day and year before written.


                             /s/ Lynn M. Novotry               
                            ----------------------------------
                                Notary Public

  (Notarial Seal)




                                -54-

  <PAGE>
                  TELEPHONE AND DATA SYSTEMS, INC.

                STATEMENT OF CANCELLATION OF SHARES
              ---------------------------------------


      1.    (a)  The  name of  the corporation  is Telephone  and
  Data Systems, Inc.

            (b)   The  effective  date  of its  incorporation  is
  March 18, 1968.

            (c)    The  original  name  of  the  corporation  was
  Telephone Systems, Inc.


      2.    By  unanimous   written  consent  of   the  Board  of
  Directors, a copy  of which is attached  hereto, the  following
  shares of the corporation were cancelled:

     Number         Class           Series        Par Value

        2           Common          None          $1.00 per share
      250           Preferred        C            No  par value

     3.   The  aggregate  number  of issued  shares,  itemized by
  class and series, after giving effect to the cancellation is:

    Issued        Class          Series         Par Value

   2,820,693     Common       None              $1.00
       1,395     Preferred    Voting Series A   Without par value
       1,955     Preferred    Voting Series B   Without par value
       2,000     Preferred    Voting Series C   Without par value
       5,567     Preferred    Voting Series D   Without par value
      10,001     Preferred    Voting Series E   Without par value
       3,000     Preferred    Voting Series F   Without par value
       1,368     Preferred    Voting Series G   Without par value
       3,947     Preferred    Voting Series H   Without par value
      12,000     Preferred    Voting Series I   Without par value
      10,000     Preferred    Voting Series J   Without par value

     4.   The amount, expressed in dollars, of the stated capital
  of the corporation  after giving effect to the  cancellation is
  $7,943,993.






                                -55-

  <PAGE>
          IN  WITNESS WHEREOF,  the  undersigned Corporation  has
  caused this Statement of Cancellation of Shares to  be executed
  by its duly  elected President and  Secretary, as  of June  26,
  1978. 



                                     /s/ LeRoy T. Carlson        
                              ----------------------------------
                                   President


  (Corporate Seal)
                                     /s/ Michael G. Hron        
                              ----------------------------------
                                   Secretary


  STATE OF ILLINOIS )
                    )  SS
  COUNTY OF COOK    )


          I,  Charlene  Anderson,  a  Notary  Public,  do  hereby
  certify  that  on  the  26th  day  of  June,  1978,  personally
  appeared before me HERBERT S.  WANDER, who declared that  he is
  the  Secretary  of  the  corporation,  executed  the  foregoing
  document,  and being  first duly  sworn,  acknowledged that  he
  signed  the foregoing  document  in  the capacity  therein  set
  forth and  declared that the  statements therein contained  are
  true.

          IN WITNESS WHEREOF,  I have  hereunto set  my hand  and
  seal the day and year before written.


                                    /s/ Charlene Anderson        
                              ----------------------------------
                                           Notary Public


  (Notarial Seal)





                                -56-

  <PAGE>
                                  Secretary of State Fee:  $10.00


           STATEMENT OF CANCELLATION OF REDEEMABLE SHARES
                                 OF
                  TELEPHONE AND DATA SYSTEMS, INC.
                ------------------------------------


  TO THE SECRETARY OF STATE
  OF THE STATE OF IOWA:


          Pursuant to  the provisions of  Section 64 of  the Iowa
  Business  Corporation Act,  Chapter  496A,  Code of  Iowa,  the
  undersigned  corporation  submits the  following  statement  of
  cancellation  by   redemption  of  redeemable   shares  of  the
  corporation.

          1.   The name of the  corporation is Telephone and Data
  Systems, Inc.*

          2.   The effective date of  incorporation was March 18,
  1968.

          3.   The number of redeemable shares  cancelled through
  redemption is 552, itemized as follows:

     Class                    Series          Number of Shares

      Preferred                  H                  552     
  --------------------   -----------------   ------------------

  --------------------   -----------------   ------------------

  --------------------   -----------------   ------------------

  --------------------   -----------------   ------------------

          4.   The aggregate  number  of  issued  shares  of  the
  corporation,  after  giving  effect  to  such  cancellation  is
  3,367,158, itemized as follows:

     Class                  Series           Number of Shares
  ------------------     -------------       ----------------

  --------------------   -----------------   ------------------

                           SEE EXHIBIT A
  --------------------   -----------------   ------------------

  --------------------   -----------------   ------------------


                                -57-




   *   (If the original corporate name is different from the
  present name, add the following:  "The original name of the
  corporation was ____________________________________.")

  <PAGE>
          5.   The  amount   of   the  stated   capital  of   the
  corporation  after  giving  affect  to   such  cancellation  is
  $17,547,027.00.

          (Use the  following if  the  Articles of  Incorporation
  provide that the cancelled shares shall not be reissued.)

          6.   The number  of  shares which  the corporation  has
  authority to  issue, after giving  effect to the  cancellation,
  is 28,999,448 itemized as follows:

     Class                 Series              Number of Shares
     ------              -----------         -------------------
  Common                       None                25,000,000    
  ----------------       -------------       -------------------
  Series A Common              None                 2,000,000    
  ----------------       -------------       -------------------
  Preferred                   Various               1,999,448    
  ----------------       -------------       -------------------

  Dated as of October 14, 1981.

                             TELEPHONE AND DATA SYSTEMS, INC.    
                         ----------------------------------------
                                   (Name of corporation)

                         By:         /s/ LeRoy T. Carlson, Jr.   
                              -----------------------------------
                                   LeRoy T. Carlson, Jr.,
                                   Its President (Note 1)

                         By:         /s/ Michael G. Hron         
                              -----------------------------------
                                   Michael G. Hron,
                                   Its Secretary  (Note 1)
  STATE OF ILLINOIS      )
                         )  SS
  COUNTY OF COOK         )

          On this 2nd  day of  March, 1982, before  me, a  Notary
  Public in  and for  said County,  personally appeared LeRoy  T.
  Carlson, Jr., to me known, who being by me duly sworn, did  say
  that he  is  President  of  said corporation;  that  (the  seal
  affixed to  said instrument is  the seal  of said  corporation)
  and that said  instrument was signed  and sealed  on behalf  of
  the said  corporation by authority  of its Board of  Directors,
  and the said LeRoy T. Carlson, Jr., acknowledged  the execution
  of said  instrument to be  the voluntary act  and deed of  said
  corporation by it voluntarily executed.

                              /s/ LeRoy T. Carlson, Jr.        
                            ---------------------------------
                            LeRoy T. Carlson, Jr. (Note 1)

                             /s/ Christina Miller              
                            ----------------------------------
                                   Notary Public in and for the
                                        State of Iowa
                                       Christina Miller
  Notes:  1.  Type or print name under signatures.

                                -58-

  <PAGE>
                             EXHIBIT A
                             ---------

                                          Par Value per share or
             Series                       statement that shares
   Class    (If Any)    Number of Shares  are without par value
  --------  ---------  ------------------ ----------------------

  Common       None       2,620,254             $1.00

  Series A     None         603,673             $1.00

  Preferred     A             1,395     Without par value

  Preferred     B             1,955     Without par value

  Preferred     C             1,000     Without par value

  Preferred     D             5,567     Without par value

  Preferred     E            10,001     Without par value

  Preferred     F             3,000     Without par value

  Preferred     G             1,368     Without par value

  Preferred     H             3,395     Without par value

  Preferred     I            11,800     Without par value

  Preferred     J            10,000     Without par value

  Preferred     K            19,000     Without par value

  Preferred     L             3,750     Without par value

  Preferred     M            60,000     Without par value

  Preferred     N            11,000     Without par value
                         -----------
               Total      3,367,158



                                -59-

  <PAGE>
                    STATEMENT OF CANCELLATION OF
                         REDEEMABLE SHARES
                 PURSUANT TO SECTION 496A.64 OF THE
             IOWA BUSINESS CORPORATION ACT, AS AMENDED


          The  undersigned,  as   the  President  and  Secretary,
  respectively,  of Telephone  and Data  Systems,  Inc., an  Iowa
  corporation,  hereby make  this statement  pursuant to  Section
  496A.64 of the Iowa Business Corporation Act, as amended:


          1.   The name of the  corporation is Telephone and Data
  Systems, Inc.,  which was  incorporated March  16, 1968,  under
  the name of Telephone Systems, Inc.

          2.   The following number of shares have been  redeemed
  by the corporation:

                                                Number of Shares
          Class               Series                Redeemed    
          -----               ------            -----------------

          Preferred             A                           348
          Preferred             H                         1,348
          Preferred             K                        10,856
          Preferred             M                        24,000
          Preferred             N                           786
                                                         -------
                              TOTAL                      37,338


          3.   After giving effect to the cancellations described
  above,  the aggregate  number  of  issued shares,  itemized  by
  class and series, is as follows:

          Class               Series            Number of Shares
          ------              ------            ----------------

          Common                --                  11,864,728
          Series A Common       --                   4,423,411
          Preferred             A                        1,395
          Preferred             B                        1,955
          Preferred             D                          646
          Preferred             G                        1,368
          Preferred             H                        2,599
          Preferred             K                        8,144
          Preferred             M                       36,000
          Preferred             N                       10,214
          Preferred             O                        1,083
          Preferred             P                       11,662
          Preferred             S                        7,134
          Preferred             T                       14,027
          Preferred             W                        8,500
          Preferred             X                        1,700
          Preferred             Y                          502


                                -60-

  <PAGE>
          Preferred             Z                        1,513
          Preferred             AA                      13,464
          Preferred             CC                       6,000
                                                   -----------
                              TOTAL                 16,416,045
                                                   ===========

          4.   After giving effect to the  cancellation described
  above, the stated capital of the corporation is as follows:

          Common Shares, par value $1 per share;       11,864,728
          issued and outstanding 11,864,728 shares

          Series A Common Shares, par value $1 per      4,423,411
          share; issued and outstanding 4,423,411
          shares

          5.   After giving effect to the cancellations described
  above,  the  number   of  shares  which  the   corporation  has
  authority  to  issue,  itemized  by  class and  series,  is  as
  follows:

          Class               Series         Number of Shares
          -----               ------         -----------------

          Common                --           50,000,000

          Series A Common       --           25,000,000

          Preferred Shares,
          Issuable in Series                  1,962,662


          IN WITNESS WHEREOF, the undersigned  have executed this
  Statement of Cancellation as of the 24th day of June, 1988.

                              TELEPHONE AND DATA SYSTEMS, INC.



                              By:    /s/ LeRoy T. Carlson, Jr.   
                                   ----------------------------
                                   LeRoy T. Carlson, Jr.,
                                   President



                              By:    /s/ Michael G. Hron         
                                   ----------------------------
                                   Michael G. Hron, Secretary




            Signature Page to Statement of Cancellation



                                -61-

  <PAGE>
  STATE OF ILLINOIS      )
                         )    SS
  COUNTY OF COOK         )

          On this 21st  day of  June, 1988, before  me, a  Notary
  Public in and for  said County, personally appeared Michael  G.
  Hron, to me personally  known, who being by me  duly sworn, did
  say that he  is the Secretary  of Telephone  and Data  Systems,
  Inc., an  Iowa  corporation,  that the  seal  affixed  to  this
  instrument  is  the  seal of  the  corporation  and  that  said
  instrument  was signed and sealed  on behalf of the corporation
  by authority of its Board  of Directors and the  said Secretary
  acknowledged  the  execution  of  said  instrument  to  be  the
  voluntary act  and deed of  said corporation by it  voluntarily
  executed.



                                     /s/ Joanne J. Busha         
                                   --------------------------
                                          Joanne J. Busha
                                           Notary Public


          My Commission expires:     8/12/89    
                                   ------------






                                -62-

<PAGE>

                     TELEPHONE SYSTEMS, INC.

               -----------------------------------

         Statement of Designation, Preferences and Rights
                                of
            $6.00 Cumulative Voting Series A Preferred
      Stock, without par value, Stated Value $100 Per Share

               ------------------------------------


          1.   The name of the corporation is  TELEPHONE SYSTEMS,
INC.

          2.   A copy of the resolution of the board of directors
establishing and designating the $6.00 Cumulative Voting Series A
Preferred Stock  and fixing  and determining the  relative rights
and  preferences thereof is attached  hereto as Exhibit  A and is
made a part of this statement.

          3.   The aforesaid resolution was adopted on January 1,
1969.

          4.   The aforesaid resolution  was duly adopted by  the
board of directors of TELEPHONE SYSTEMS, INC.


          IN  WITNESS WHEREOF,  we  have hereunto  subscribed our
names  and affixed the seal of said corporation this first day of
January, 1969.



                                    /s/ LeRoy T. Carlson         
                              ----------------------------------
                                             President



                                    /s/ Herbert S. Wander        
                              ----------------------------------
                                             Secretary

<PAGE>
STATE OF ILLINOIS   )
                    )    SS.
COUNTY OF COOK      )


          I,  Barbara  J. Knowski,  a  Notary  Public, do  hereby
certify that on the  first day of January A.D.,  1969, personally
appeared before me Herbert S. Wander, who declared that he is the
secretary of  the corporation,  executed the  foregoing document,
and  being first  duly  sworn, acknowledged  that  he signed  the
foregoing document in the capacity therein set forth and declared
that the statements therein contained are true.

          IN  WITNESS WHEREOF, I  have hereunto  set my  hand and
seal the day and year before written.


                                     /s/  Barbara  J.  Knowski   
                              --------------------------------
                                           Notary Public

[Notarial Seal]


                               -2-

<PAGE>
                            EXHIBIT A


          FURTHER  RESOLVED,  that   pursuant  to  the  authority
expressly granted to and vested in  the board of directors of the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby  creates and authorizes the issuance of a series
of the preferred  stock of the Corporation  to consist originally
of 1,743 shares  and hereby  fixes the  designations, powers  and
preferences and  the qualifications, limitations  or restrictions
thereof as follows:

          (a)  Designation  - The  designation  of the  preferred
stock  created  by this  resolution  shall  be "$6.00  Cumulative
Voting  Series A  Preferred  Stock" (hereinafter  referred to  as
"Series  A Preferred Stock").  The Series A Preferred Stock shall
have no par value but shall have a stated value of $100.00.

          (b)  Dividends - The holders  of the Series A Preferred
Stock shall be entitled to receive,  when and as declared by  the
board of directors  of the Corporation, out of any  assets of the
Corporation available for  dividends pursuant to the  laws of the
State  of Iowa, preferential dividends at the rate of six dollars
($6.00)  per annum per  share and no  more.  The  dividends, when
payable,  shall be paid quarterly  on the first  days of January,
April, July, and October in each year, before any dividends shall
be declared or paid upon or set apart for the common stock of the
Company for that year.   Such dividends upon the  preferred stock
shall be cumulative  from the date  of issue thereof  so that  if
dividends for any past dividend period at the rate of six dollars
($6.00)  per annum shall not  have been paid  thereon or declared
and  a  sum  sufficient  for  payment  thereof   set  apart,  the
deficiency shall be fully paid or set apart but without interest,
before  any dividend  shall  be paid  upon or  set apart  for the
common  stock.   Whenever the  full dividend  upon the  preferred
stock for  all past dividend periods shall have been paid and the
full dividend thereon for the then current dividend  period shall
have been paid  or declared and a sum sufficient  for the payment
thereof  set  apart, dividends  upon  the  common  stock  may  be
declared by the  board of directors  out of the remainder  of the
assets available therefor.

          (c)  Redemption - The Corporation may, at the option of
the  board  of directors,  redeem the  whole or  any part  of the
outstanding Series A Preferred Stock at any time after January 3,
1974.  If  such redemption is made, the holders  of any shares of
Series A Preferred Stock redeemed shall be entitled to receive:

          $105.00 per share  if redeemed on or  before January 3,
          1975;

          $104.50  if redeemed  after January  3, 1975 but  on or
          before January 3, 1976;


                               -3-

<PAGE>
          $104.00 if  redeemed after January  3, 1976  but on  or
          before January 3, 1977;

          $103.50 if  redeemed after  January 3,  1977 but  on or
          before January 3, 1978;

          $103.00  if redeemed  after January  3, 1978 but  on or
          before January 3, 1979;

          $102.50 if  redeemed after January  3, 1979  but on  or
          before January 3, 1980;

          $102.00 if  redeemed after  January 3,  1980 but  on or
          before January 3, 1981;

          $101.50  if redeemed  after January  3, 1981 but  on or
          before January 3, 1982;

          $101.00 if  redeemed after January  3, 1982  but on  or
          before January 3, 1983;

          $100.50 if  redeemed after  January 3,  1983 but  on or
          before January 3, 1984;

          $100.00 if redeemed after January 3, 1984;

plus an amount  equal to all dividends accrued and  unpaid to the
redemption date.

          Notice of election  to redeem shall  be mailed to  each
holder of  stock to  be redeemed not  less than thirty  (30) days
prior to  the date upon  which the stock  is to be  redeemed.  In
case less than all of the outstanding Series A Preferred Stock is
to  be redeemed,  the  amount to  be redeemed  and the  method of
effecting  such  redemption,  whether  by  lot  or  pro  rata  or
otherwise, may be determined by the board of directors.  If on or
before the  redemption  date  named  in such  notice,  the  funds
necessary  for such redemption shall  have been set  aside by the
Corporation  so as to  be available for payment  on demand to the
holders of  the preferred stock  so called for  redemption, then,
notwithstanding that  any certificate  of the preferred  stock so
called  for  redemption  shall  not  have  been  surrendered  for
cancellation, the  dividends thereon  shall cease to  accrue from
and  after the date of  redemption so designated,  and all rights
with respect to  such preferred stock  so called for  redemption,
including  any right  to  vote or  otherwise  participate in  the
determination of any proposed  corporate action, shall  forthwith
after  such redemption date cease  and determine, except only the
right of the holder to receive the redemption price therefor, but
without  interest.   Stock  redeemed pursuant  to the  provisions
hereof  or any  Series A Preferred  Stock purchased  or otherwise
acquired  shall not  be  reissued  but  shall  be  cancelled  and
proceedings shall be taken in the manner prescribed by statute to
reduce the shares accordingly.


                               -4-

<PAGE>
          (d)  Voting  Rights  - The  holders  of  the shares  of
Series A Preferred  Stock shall be entitled to  one vote for each
share of such  stock standing in  the name of  the holder on  the
books of the Corporation and shall vote together with the holders
of the common stock of the Corporation as one class.

          (e)  Pre-emptive Rights  - No  holder of any  shares of
Series  A Preferred  Stock shall  have any  pre-emptive right  to
subscribe for or acquire additional shares  of the Corporation of
the same  or any other  class, whether  such shares be  hereby or
hereafter authorized; and  no holder of Series A  Preferred Stock
shall  have any pre-emptive right to acquire any shares which may
be held in the  treasury of the Corporation; all  such additional
or treasury shares  may be  sold for such  consideration at  such
time and to such person or persons as the board  of directors may
from time to time determine.

          (f)  Liquidation  Rights  -   In  the   event  of   any
liquidation,  dissolution or  winding  up of  the affairs  of the
Corporation, whether voluntary or involuntary, the holders of the
Series  A Preferred Stock shall be entitled, before any assets of
the  Corporation shall be distributed  among or paid  over to the
holders of  the common stock, to receive out of the assets of the
Company $100.00 per  share of Series A Preferred  Stock.  If upon
any such  dissolution, liquidation or  winding up, the  assets of
the  Corporation available  for payment  to stockholders  are not
sufficient to make payment in full to the holders of the Series A
Preferred Stock, payment shall be made to such holders ratably in
accordance with the  number of shares  held by them and,  in case
there shall then be  more than one series of  the Preferred Stock
ratably in accordance with  the respective distributive amount to
which such holders shall be entitled.


                            * * * * *


                               -5-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
           $7.00 Cumulative, Convertible and Redeemable
                Voting Series AA Preferred Shares,
        without par value, Stated Value $100.00 Per Share
               ------------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing  and designating  the $7.00  Cumulative, Convertible
and Redeemable Voting Series  AA Preferred Shares and  fixing and
determining  the  relative  rights  and  preferences  thereof  is
attached hereto as Exhibit  A (as adjusted to reflect  the three-
for-two  stock split issued by the corporation on March 17, 1988)
and is made a part of this statement.

          3.   The aforesaid resolution was adopted as of January
4, 1988.

          4.   The  aforesaid resolution was  duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and affixed the seal of  this corporation this 16th day  of
May, 1988.

                              TELEPHONE AND DATA SYSTEMS, INC.


                              By: /s/ LeRoy T. Carlson, Jr.   
                              -------------------------------
                              LeRoy T. Carlson, Jr., President


                              By: /s/ Michael  G. Hron           
                              -------------------------------
                              Michael G. Hron, Secretary

<PAGE>
                                                        EXHIBIT A

         STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
                                OF
            $7.00 CUMULATIVE, CONVERTIBLE, REDEEMABLE
              AND VOTING SERIES AA PREFERRED SHARES
              -------------------------------------


          RESOLVED,  that  pursuant  to the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation by the Articles  of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally of Thirteen Thousand Four Hundred Sixty-Four  (13,464)
shares, and  hereby fixes the designation and the relative rights
and preferences thereof as follows:

          (a)  Designation  - The  designation of  the  series of
Preferred  Shares  created by  this  resolution  shall be  "$7.00
Cumulative,   Convertible,  Redeemable   and  Voting   Series  AA
Preferred  Shares" (hereinafter  referred  to as  the "Series  AA
Preferred Shares").  The Series AA Preferred Shares shall have no
par value but shall have a stated value of $100.00 per share.

          (b)  Dividends  -  The  rate of  dividend  payable upon
Series  AA  Preferred Shares  shall be  seven and  00/100 dollars
($7.00) per share per annum.  Such dividends shall be cumulative.

          (c)  Redemption - 

               (1)  After   the   tenth   anniversary  of   their
     issuance, the Corporation  may, at its  option, at any  time
     redeem  all or a portion  of the then  outstanding Series AA
     Preferred Shares for $100.00 per share, plus an amount equal
     to all accumulated and unpaid dividends thereon.

               (2)  Notice  of an  election under  the redemption
     provision in  subparagraph (1)  above shall be  delivered to
     each  holder of Series AA Preferred Shares to be redeemed at
     the address appearing on the records of  the Corporation not
     less than thirty (30) days prior to the date upon which such
     stock  is to  be  redeemed.    If  on  the  redemption  date
     specified  in  such notice,  the  funds  necessary for  such
     redemption shall have been  set aside by the  Corporation so
     as to be available  for payment on  demand to the holder  of
     Series AA  Preferred Shares so called  for redemption, then,
     notwithstanding  that any certificate representing Series AA
     Preferred  Shares so  called for  redemption shall  not have
     been surrendered  for  cancellation, the  dividends  thereon
     shall  cease to  accrue  from and  after  the date  of  such
     redemption so specified, and all rights with respect to such
     Series  AA  Preferred  Shares  so   called  for  redemption,
     including any right to vote or  otherwise participate in the
     determination of any proposed corporate action, shall

                               -1-

<PAGE>
forthwith after such redemption  date cease and terminate, except
only  the right  of the  holder to  receive the  redemption price
therefor, but without interest.

          (d)  Voting Rights - 

               (1)  With respect  to all matters, each  holder of
     Series AA Preferred Shares shall be entitled to one vote for
     each share of  such stock standing in the name of the holder
     on the books of the Corporation.

               (2)  With  respect to  the election  of directors,
     the holders of  Series AA Preferred Shares  shall have class
     voting rights (voting together with the holders of (i) other
     Preferred Shares that are entitled to vote thereon and  that
     were issued after October 31, 1981, and (ii) Series A Common
     Shares) to the extent provided in Article IV of the Articles
     of Incorporation of the Corporation.

          (e)  Conversion -  

               (1)  Commencing upon issuance and  terminating the
     day  before the fifth  anniversary of the  date of issuance,
     the  then  outstanding Series  AA  Preferred  Shares may  be
     converted, upon fifteen (15) days' written notice to six (6)
     Common  Shares for  each  Series AA  Preferred Share  (after
     giving effect to the three-for-two stock split issued by the
     Corporation on  March  17,  1988).     On  presentation  and
     surrender  to   the  Corporation  at  its   offices  of  the
     certificate representing  the Series AA Preferred  Shares to
     be converted, the holder hereof shall be entitled to receive
     in  exchange therefor  certificates for  the fully  paid and
     non-assessable Common Shares of  the Corporation at the rate
     aforesaid,  all under suitable  regulations to be prescribed
     by the board of directors of the Corporation.  Conversion of
     Series AA Preferred Shares in the manner aforesaid shall not
     affect the right of the converting holder thereof to receive
     dividends  accrued but  unpaid  thereon as  of the  dividend
     payment date immediately prior to conversion

               (2)  The  number of Common  Shares into which each
     Series AA Preferred Share is convertible shall be subject to
     adjustment from time to time as set forth in clauses (A) and
     (B) of this subparagraph (2):

               (A)  In  case  the  Corporation  shall (i)  pay  a
          dividend  on  its  Common  Shares  (in  shares  of  the
          Corporation)  (ii)  subdivide  its  outstanding  Common
          Shares,  (iii) combine  the  outstanding Common  Shares
          into  a  smaller  number  of shares  or  (iv)  issue by
          reclassification of its Common Shares (whether pursuant
          to a  merger or consolidation or  otherwise) any shares
          of the Corporation,  then the holder of  each Series AA
          Preferred Share shall be entitled to receive upon the 

                               -2-

<PAGE>
          conversion  of such share, the number  of shares of the
          Corporation  which he  would have  owned or  would have
          been entitled to  receive after the happening of any of
          the  events  described   above  had  such  share   been
          converted immediately  prior to  the happening of  such
          event.   An adjustment made pursuant  to this provision
          shall  become effective  retroactively with  respect to
          conversions made subsequently to the record date in the
          case of a dividend,  and shall become effective  on the
          effective  date   in  the   case   of  a   subdivision,
          combination or reclassification.

               (B)  No adjustment in the conversion rate shall be
          required  unless  such  adjustment  would   require  an
          increase or decrease in such rate of at least one-tenth
          (1/10) of  a Common Share; provided,  however, that any
          adjustments which by reason of  this clause (B) are not
          required to be made shall be  carried forward and taken
          into account in any subsequent adjustment.

               (3)  The  Corporation shall  at all  times reserve
     and  keep available  out  of its  authorized Common  Shares,
     solely for the purpose of issuance upon conversion of Series
     AA  Preferred  Shares as  herein  provided,  such number  of
     Common Shares  as shall then be issuable upon the conversion
     of all outstanding Series AA Preferred Shares.

               (4)  Fractional Common Shares  shall not be issued
     upon  conversion of  Series AA  Preferred Shares,  nor shall
     cash  adjustments be  made for  fractional shares  upon such
     conversion.

               (5)  For the purposes of  this paragraph (f),  the
     term  "Common Shares"  shall  mean (A)  the  class of  stock
     designated as  the Common Shares  of the Corporation  at the
     date of these Amended Articles of  Incorporation, or (B) any
     other class  of stock  resulting from successive  changes or
     reclassifications of  such  class  consisting  solely  of  a
     change in  par value, or a  change from no par  value to par
     value.

          (f)  Liquidation - The amount  payable upon each Series
AA  Preferred  Share  in   the  event  of  either  voluntary   or
involuntary liquidation shall be $100.00, plus a sum equal to the
amount of all accumulated and unpaid dividends thereon.


                               -3-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
      $7.00 Cumulative Convertible Voting Series B Preferred
      Stock, without par value, Stated Value $100 Per Share

                ----------------------------------

          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the board of directors
establishing  and designating  the  $7.00 Cumulative  Convertible
Voting Series  B Preferred Stock  and fixing and  determining the
relative  rights and  preferences thereof  is attached  hereto as
Exhibit A and is made a part of this statement.

          3.   The  aforesaid resolution  was adopted  on October
14, 1971.

          4.   The aforesaid resolution  was duly adopted  by the
board of Directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN WITNESS  WHEREOF,  we have  hereunto subscribed  our
names and affixed the seal  of said corporation this 14th day  of
October, 1971.

                              TELEPHONE AND DATA SYSTEMS, INC.



[SEAL]                         /s/ Lester O. Johnson          
                         ----------------------------------
                                      Vice President



                               /s/ Herbert S. Wander          
                         ---------------------------------- 
                                         Secretary

<PAGE>
STATE OF ILLINOIS   )
                    )    SS.
COUNTY OF COOK      )


          On  this 14th day of  October, A.D. 1971,  before me, a
Notary  Public,  in  and  for said  county,  personally  appeared
Herbert S. Wander, who being by me duly sworn, did say that he is
the  secretary of said corporation, that the seal affixed to said
instrument  is  the  seal  of  said  corporation  and  that  said
instrument  was  signed   and  sealed  on  behalf  of   the  said
corporation by authority of  its board of directors and  the said
Herbert S.  Wander acknowledged the execution  of said instrument
to be  the voluntary  act  and deed  of  said corporation  by  it
voluntarily executed.

          IN WITNESS  WHEREOF, I  have hereunto  set my  hand and
seal the day and year before written.


                                     /s/ Notary Public         
                         ----------------------------------  
                                           Notary Public

[Notarial Seal]


                               -2-

<PAGE>

          RESOLVED,  that  pursuant  to  the  authority expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby creates and authorizes the issuance  of a second
series  of  the preferred  stock  of the  Corporation  to consist
originally  of 2,450  shares and  hereby fixes  the designations,
powers  and preferences  and  the qualifications,  limitations or
restrictions thereof as follows:

          (a)  Designation - The designation of the preferred
stock  created  by this  resolution  shall  be "$7.00  Cumulative
Convertible  Voting   Series  B  Preferred   Stock"  (hereinafter
referred  to  as  "Series B  Preferred  Stock").    The Series  B
Preferred  Stock shall have no par value  but shall have a stated
value of $100.00.

          (b)  Dividends - The holders  of the Series B Preferred
Stock shall be entitled  to receive, when and as  declared by the
board of directors of the Corporation,  out of any assets of  the
Corporation  available for dividends pursuant  to the laws of the
State  of  Iowa, preferential  dividends  at  the rate  of  seven
dollars ($7.00) per annum per share and no more.   The dividends,
when payable, shall be paid quarterly on the first days of March,
June, September and December  in each year, before any  dividends
shall be  declared or paid upon or set apart for the common stock
of  the Company for that year.   Such dividends upon the Series B
Preferred Stock  shall  be  cumulative  from the  date  of  issue
thereof so that if dividends for any past dividend period  at the
rate  of seven dollars ($7.00) per annum shall not have been paid
thereon  or declared and a sum sufficient for payment thereof set
apart,  the deficiency  shall  be fully  paid  or set  apart  but
without interest, before any  dividend shall be paid upon  or set
apart for the common stock.  Provided, however, that no dividends
shall be declared on the shares of any series of preferred  stock
for  any dividend period unless  the full dividend  for all prior
dividend periods shall have been declared or shall be declared at
the  same time upon  all preferred stock  outstanding during such
prior dividend  periods, and further provided,  that no dividends
shall be declared on the shares of any series of  preferred stock
unless  a dividend for the  same period shall  be declared at the
same time upon all preferred stock outstanding during said period
in  like proportion  to  the  dividend  rate  upon  such  shares.
Whenever the full dividend  upon all the preferred stock  for all
past  dividend periods shall have been paid and the full dividend
thereon for the then current dividend period shall have been paid
or  declared and  a sum  sufficient for  the payment  thereof set
apart, dividends upon  the common  stock may be  declared by  the
board of directors out  of the remainder of the  assets available
therefor.

          (c)  Redemption - The Corporation may, at the option of
the board of directors, redeem the whole or any part of the

                               -3-

<PAGE>
outstanding Series B Preferred Stock at any time  commencing five
years after the date  of issuance.   If such redemption is  made,
the  holders of any shares  of Series B  Preferred Stock redeemed
shall be entitled to  receive $100 per share plus an amount equal
to all dividends accrued and unpaid to the redemption date.

          Notice of  election to redeem  shall be mailed  to each
holder of Series B  Preferred Stock to be redeemed  not less than
thirty (30) days prior to the date upon which such stock is to be
redeemed.   In case  less than  all of  the outstanding  Series B
Preferred Stock is to be redeemed, the  amount to be redeemed and
the  method of effecting such  redemption, whether by  lot or pro
rata or otherwise, may  be determined by the board  of directors.
If  on or  before the redemption  date named in  such notice, the
funds  necessary for such redemption shall have been set aside by
the Corporation  so as to be  available for payment on  demand to
the  holders  of  the Series  B  Preferred  Stock  so called  for
redemption,  then,  notwithstanding that  any certificate  of the
Series  B Preferred Stock so called for redemption shall not have
been  surrendered for cancellation,  the dividends  thereon shall
cease  to accrue  from  and  after  the  date  of  redemption  so
designated,  and  all  rights  with  respect  to  such  Series  B
Preferred Stock so called for redemption, including  any right to
vote  or  otherwise  participate  in  the  determination  of  any
proposed corporate action, shall forthwith  after such redemption
date cease and terminate,  except only the right of the holder to
receive the  redemption  price therefor,  but  without  interest.
Stock  redeemed pursuant to the provisions hereof or any Series B
Preferred  Stock purchased  or  otherwise acquired  shall not  be
reissued but shall be cancelled and proceedings shall be taken in
the   manner  prescribed   by  statute   to  reduce   the  shares
accordingly.

          (d)  Voting  Rights  - The  holders  of  the shares  of
Series B Preferred  Stock shall be entitled to  one vote for each
share of such  stock standing in  the name of  the holder on  the
books of the Corporation and shall vote together with the holders
of  the common  stock  and the  holders of  other  series of  the
preferred stock of the Corporation as one class.

          (e)  Pre-emptive Rights  - No  holder of any  shares of
Series B  Preferred Stock  shall  have any  pre-emptive right  to
subscribe for  or acquire additional shares of the Corporation of
the same or  any other class  or series,  whether such shares  be
hereby  or  hereafter  authorized;  and  no holder  of  Series  B
Preferred  Stock shall have any pre-emptive  right to acquire any
shares which  may be held in the treasury of the Corporation; all
such  additional  or   treasury  shares  may  be  sold  for  such
consideration at such  time and to such person or  persons as the
board of directors may from time to time determine.


                               -4-

<PAGE>
          (f)  Conversion -

               (1)  The  Series  B   Preferred  Stock  shall   be
     convertible into Common Stock as  hereinafter provided, and,
     when and  as  so converted,  such Series  B Preferred  Stock
     shall  be cancelled and retired and shall not be reissued as
     such.  Any holder of the Series B Preferred Stock may at any
     time prior to five  years from the date of  issuance convert
     such  stock  into full  shares of  the  Common Stock  of the
     Corporation at the rate  of ten (10) shares of  Common Stock
     for each share of Series B Preferred Stock.  On presentation
     and  surrender  to the  Corporation  at its  Offices  of the
     certificates for shares  of the Series B  Preferred Stock to
     be  converted, the holder of such stock shall be entitled to
     receive in exchange therefor  certificates for shares of the
     fully   paid  and   non-assessable  Common   Stock  of   the
     Corporation  at  the  rate  aforesaid,  all  under  suitable
     regulations to be  prescribed by the  board of directors  of
     the Corporation.  Conversion of Series B Preferred  Stock in
     the manner  aforesaid  shall not  affect  the right  of  the
     holder of such stock to receive dividends accrued but unpaid
     on such shares  as of the dividend  payment date immediately
     prior to conversion.

               (2)  The  number  of shares  of Common  Stock into
     which each share of Series B Preferred Stock is convertible,
     shall  be  subject to  adjustment from  time  to time  as in
     subparagraphs (A) and (B) of this paragraph (2):

               (A)  In  case  the  Corporation shall  (1)  pay  a
          dividend  on   its  Common  Stock  in   shares  of  the
          Corporation,  (2)  subdivide  its   outstanding  Common
          Stock, (3) combine the  outstanding Common Stock into a
          smaller   number   of   shares,   or   (4)   issue   by
          reclassification of its Common Stock  (whether pursuant
          to a  merger or consolidation or  otherwise) any shares
          of the  Corporation, then the  holder of each  share of
          Series B  Preferred Stock shall be  entitled to receive
          upon the conversion of such share, the number of shares
          of the Corporation  which he would have  owned or would
          have been  entitled to  receive after the  happening of
          any of  the events described above had  such share been
          converted immediately  prior to the  happening of  such
          event.   An adjustment made pursuant  to this provision
          shall  become effective  retroactively with  respect to
          conversions made  subsequent to the record  date in the
          case of a  dividend, and shall become effective  on the
          effective  date   in   the  case   of  a   subdivision,
          combination or reclassification.

               (B)  No adjustment in the conversion rate shall be
          required  unless  such   adjustment  would  require  an
          increase or decrease in such rate of at least one-tenth
          of a common share; provided, however, that any

                               -5-

<PAGE>
           adjustments which  by reason of  this subparagraph (B)
          are  not required to  be made shall  be carried forward
          and taken into account in any subsequent adjustment.

               (3)  The  Corporation shall  at all  times reserve
     and  keep  available out  of  its  authorized Common  Stock,
     solely for the purpose of issue upon conversion of shares of
     Series B Preferred Stock as  herein provided, such number of
     shares  of Common Stock as  shall then be  issuable upon the
     conversion of  all outstanding shares of  Series B Preferred
     Stock.

               (4)  Fractional shares  of Common Stock  shall not
     be  issued upon conversion  of Series B  Preferred Stock nor
     shall cash  adjustments be  made for fractional  shares upon
     such conversion.

               (5)  For the purposes  of this paragraph (f),  the
     term "Common  Stock"  shall  mean  (A) the  class  of  stock
     designated as  the Common  Stock of the  Corporation at  the
     date of these Restated Articles of Incorporation, or (B) any
     other class  of stock  resulting from successive  changes or
     reclassifications of such Common  Stock consisting solely of
     change  in par value, or from par  value to no par value, or
     from no par value to par value.

          (g)  Liquidation   Rights  -  In   the  event   of  any
liquidation,  dissolution or  winding  up of  the affairs  of the
Corporation, whether voluntary or involuntary, the holders of the
Series  B Preferred Stock shall be entitled, before any assets of
the  Corporation shall be distributed  among or paid  over to the
holders of  the common stock, to receive out of the assets of the
Company $100.00 per share  of Series B Preferred Stock.   If upon
any such  dissolution, liquidation or  winding up, the  assets of
the  Corporation available  for payment  to stockholders  are not
sufficient to make payment in full to the holders of the Series B
Preferred Stock, payment shall be made to such holders ratably in
accordance with  the number of shares  held by them and,  in case
there shall then be more  than one series of the Preferred  Stock
outstanding  at  that  time,   ratably  in  accordance  with  the
respective  distributive amount  to which  such holders  shall be
entitled.



                               -6-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
                 $9.00 Cumulative and Convertible
                Voting Series BB Preferred Shares,
          without par value, Stated Value $100 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing and designating the $9.00 Cumulative and Convertible
Voting Series BB Preferred Shares and fixing and  determining the
relative  rights and  preferences thereof  is attached  hereto as
Exhibit A and is made a part of this statement.

          3.   The aforesaid resolution was adopted as of June 3,
1988.

          4.   The aforesaid resolution was  duly adopted by  the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we  have hereunto  subscribed our
names and affixed the  seal of this corporation this  26th day of
October, 1988.

                              TELEPHONE AND DATA SYSTEMS, INC.


                              By:   /s/  LeRoy T.  Carlson       
                         ----------------------------------  
                              LeRoy T. Carlson, President


                              By:   /s/ Bertram  T.  Ebzery      
                         ----------------------------------  
                              Bertram T. Ebzery,
                                Assistant Secretary
STATE OF ILLINOIS   )
                    )    SS:
COUNTY OF COOK      )

          On  this 26th day of October, 1988, before me, a Notary
Public,  personally  appeared LeRoy  T.  Carlson  and Bertram  T.
Ebzery, who, being duly sworn, did say that they are Chairman and
Assistant Secretary respectively  of Telephone and  Data Systems,
Inc.,  and acknowledge the execution  of the foregoing  to be the
voluntary act and deed of the corporation.

                     /s/ Betty Ann  Thornson                     
                    ----------------------------------  
               Notary Public, My Commission Expires: 10/8/89

<PAGE>
         STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
                                OF
           $9.00 CUMULATIVE, CONVERTIBLE AND REDEEMABLE
                VOTING SERIES BB PREFERRED SHARES,
        WITHOUT PAR VALUE, STATED VALUE $100.00 PER SHARE
      ------------------------------------------------------

          RESOLVED,  that  pursuant  to  the  authority expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors  hereby creates and authorizes the issuance of a series
of the Preferred  Shares of the Corporation to consist originally
of  Twenty  Thousand  (20,000)   shares,  and  hereby  fixes  the
designation, relative rights and preferences thereof as follows:

          (a)  Designation  - The  designation of  the series  of
Preferred  Shares  created  by  this resolution  shall  be  $9.00
Cumulative, Convertible and Redeemable Voting Series BB Preferred
Shares"  (hereinafter referred  to  as the  "Series BB  Preferred
Shares").  The Series BB Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.

          (b)  Dividends  - The  rate  of  dividend payable  upon
Series  BB  Preferred Shares  shall  be nine  and  no/100 dollars
($9.00) per share per annum.

          (c)  Redemption - 

               (1)  Unless  the Series  BB Preferred  Shares have
     been  converted,  or  written  notice to  convert  has  been
     received prior  to the  expiration of the  conversion period
     set forth in paragraph (e) hereof, then  commencing with the
     tenth anniversary of the issuance of the Series BB Preferred
     Shares and ending ten years thereafter, TDS may, at its sole
     option, at  any time thereafter,  redeem up to  two thousand
     (2,000) shares per annum  of the then outstanding  Series BB
     Preferred Shares for $100.00 per share, plus an amount equal
     to  all   dividends  accrued  and  unpaid   thereon  on  the
     redemption date.

               (2)  Notice  of an  election under  the redemption
     provision in  subparagraph (1)  above shall be  delivered to
     the  Corporation not less than thirty (30) days prior to the
     date upon  which such stock  is to  be redeemed.   If on  or
     before  the redemption  date specified  in such  notice, the
     funds  necessary for  such  redemption shall  have been  set
     aside by the Corporation  so as to be available  for payment
     on demand to  the holder  of Series BB  Preferred Shares  so
     offered  for  redemption,  then,  notwithstanding  that  any
     certificate  representing  Series  BB  Preferred  Shares  so
     offered for  redemption shall  have not been  so surrendered
     for cancellation,  the  dividends  thereon  shall  cease  to
     accrue from and after the date of such redemption so 

                               -1-

<PAGE>
     specified, and  all rights with  respect to  such Series  BB
     Preferred Shares  so offered  for redemption,  including any
     right to vote or  otherwise participate in the determination
     of any proposed corporate action, shall forthwith after such
     redemption date  shall cease and terminate,  except only the
     right  of  the  holder   to  receive  the  redemption  price
     therefor, but without interest.

          (d)  Voting Rights - 

               (1)  With respect to  all matters, each holder  of
     Series BB Preferred Shares shall be entitled to one vote for
     each share of such stock standing in the name of the  holder
     on the books of the Corporation.

               (2)  With  respect to  the election  of directors,
     the holders of  Series BB Preferred Shares  shall have class
     voting rights (voting together with the holders of (i) other
     Preferred Shares that are entitled to vote thereon  and that
     were issued after October 31, 1981, and (ii) Series A Common
     Shares) to the extent provided in Article IV of the Articles
     of Incorporation of the Corporation.

          (e)  Conversion -  

               (1)  The  Series  BB  Preferred  Shares  shall  be
     convertible   into  the   Corporation's  Common   Shares  as
     hereinafter   provided.     Commencing  upon   issuance  and
     terminating  ten  (10)  years  thereafter,  the  Series   BB
     Preferred Shares  may be  converted, upon written  notice to
     the Corporation,  into Common  Shares of the  Corporation at
     the  rate  of  six (6)  Common  Shares  for  each Series  BB
     Preferred  Share.   On  presentation  and  surrender to  the
     Corporation  at its offices  of the certificate representing
     the Series BB  Preferred Shares to be  converted, the holder
     thereof shall  be entitled  to receive in  exchange therefor
     certificates for  the fully  paid and  non-assessable Common
     Shares of the  Corporation at the rate aforesaid,  all under
     suitable  regulations  to  be  prescribed by  the  board  of
     directors  of  the Corporation.    Conversion  of Series  BB
     Preferred Shares  in the  manner aforesaid shall  not affect
     the  right  of  the  converting holder  thereof  to  receive
     dividends  accrued but  unpaid  thereon as  of the  dividend
     payment date immediately prior to conversion.

               (2)  The number of  Common Shares into which  each
     Series BB Preferred Share is convertible shall be subject to
     adjustment from time to time as set forth in clauses (A) and
     (B) of this subparagraph (2):

               (A)  In  case  the  Corporation shall  (i)  pay  a
          dividend  on  its  Common   Shares  in  shares  of  the
          Corporation  (ii)  subdivide  its   outstanding  Common
          Shares, (iii) combine the outstanding Common Shares

                               -2-

<PAGE>
          into  a smaller  number  of shares,  or  (iv) issue  by
          reclassification of its Common Shares (whether pursuant
          to a  merger or consolidation or  otherwise) any shares
          of the Corporation,  then the holder of  each Series BB
          Preferred Share  shall be entitled to  receive upon the
          conversion of  such share, the number of  shares of the
          Corporation  which he  would have  owned or  would have
          been entitled to receive after  the happening of any of
          the  events   described  above  had  such   share  been
          converted  immediately prior  to the happening  of such
          event.   An adjustment made pursuant  to this provision
          shall  become effective  retroactively with  respect to
          conversions made  subsequent to the record  date in the
          case of a dividend, and  shall become effective on  the
          effective   date  in   the   case  of   a  subdivision,
          combination or reclassification.

               (B)  No adjustment in the conversion rate shall be
          required  unless  such   adjustment  would  require  an
          increase or decrease in such rate of at least one-tenth
          (1/10) of  a Common Share; provided,  however, that any
          adjustments which by reason of  this clause (B) are not
          required to be made shall be carried  forward and taken
          into account in any subsequent adjustment.

               (3)  The  Corporation shall  at all  times reserve
     and  keep available  out  of its  authorized Common  Shares,
     solely for the purpose of issuance upon conversion of Series
     BB  Preferred  Shares as  herein  provided,  such number  of
     Common Shares as  shall then be issuable upon the conversion
     of all outstanding Series BB Preferred Shares.

               (4)  Fractional  Common Shares shall not be issued
     upon  conversion of  Series BB  Preferred Shares,  nor shall
     cash  adjustments be  made for  fractional shares  upon such
     conversion.

               (5)  For the purposes  of this paragraph  (e), the
     term  "Common  Shares" shall  mean  (A) the  class  of stock
     designated as  the Common Shares  of the Corporation  at the
     date of these Amended Articles of Incorporation,  or (B) any
     other class  of stock  resulting from successive  changes or
     reclassifications  of  such  class  consisting  solely  of a
     change in  par value, or a  change from no par  value to par
     value.

          (f)  Liquidation -  The amount payable upon each Series
BB   Preferred  Share  in  the   event  of  either  voluntary  or
involuntary liquidation shall be $100.00, plus a sum equal to the
amount of all accumulated and unpaid dividends thereon.


                               -3-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
      $5.25 Cumulative Convertible Voting Series C Preferred
      Stock, without par value, Stated Value $100 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the board of directors
establishing and  designating  the $5.25  Cumulative  Convertible
Voting Series C  Preferred Stock and  fixing and determining  the
relative  rights and  preferences thereof  is attached  hereto as
Exhibit A and is made a part of this statement.

          3.   The aforesaid resolution was adopted on August 21,
1973.

          4.   The aforesaid resolution  was duly adopted by  the
board of directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and  affixed the seal of said  corporation this 21st day of
August, 1973.

                              TELEPHONE AND DATA SYSTEMS, INC.



                              By  /s/  LeRoy T. Carlson          
                         ----------------------------------  
                                         President



                                  /s/  Herbert S.  Wander        
                         ----------------------------------  
                                         Secretary

<PAGE>
STATE OF ILLINOIS   )
                    )    SS.
COUNTY OF COOK      )


          On this 21st  day of  August, A.D. 1973,  before me,  a
Notary  Public,  in  and  for said  county,  personally  appeared
Herbert S. Wander, who, being  by me duly sworn, did say  that he
is  the Secretary of said  corporation, that the  seal affixed to
said instrument is  the seal  of said corporation  and that  said
instrument  was  signed   and  sealed  on  behalf  of   the  said
corporation by authority of  its board of directors and  the said
Herbert S.  Wander acknowledged the execution  of said instrument
to be  the voluntary  act  and deed  of  said corporation  by  it
voluntarily executed.

          IN WITNESS  WHEREOF, I  have hereunto  set my  hand and
seal the day and year before written.


                          /s/ Marilyn Beals         
                         ----------------------------------  
                                 Notary Public

[Notary Seal]




                               -2-

<PAGE>

          RESOLVED,  that  pursuant  to  the  authority expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby creates and authorizes  the issuance of a  third
series  of  the preferred  stock  of the  Corporation  to consist
originally  of 2,250  shares and  hereby fixes  the designations,
powers  and preferences  and  the qualifications,  limitations or
restrictions thereof as follows:

          (a)  Designation -  The  designation of  the  preferred
stock  created  by  this  resolution shall  be  $5.25  Cumulative
Convertible Voting Series C Preferred Stock (hereinafter referred
to as  "Series C Preferred Stock").  The Series C Preferred Stock
shall have no par value but shall have a stated value of $100.

          (b)  Dividends - The holders  of the Series C Preferred
Stock shall  be entitled to receive, when  and as declared by the
board of directors of  the Corporation, out of any  assets of the
Corporation available for  dividends pursuant to the laws  of the
State of Iowa, preferential dividends at the rate of five dollars
and  twenty-five cents ($5.25) per  annum per share  and no more.
The dividends, when payable, shall be paid quarterly on the first
days of March, June, September, and December in each year, before
any dividends shall be declared or paid upon or set apart for the
common  stock of the Company for that  year.  Such dividends upon
the Series C Preferred Stock shall be cumulative from the date of
issue thereof so that  if dividends for any past  dividend period
at the rate  of five  dollars and twenty-five  cents ($5.25)  per
annum  shall not  have been  paid thereon or  declared and  a sum
sufficient for payment thereof set apart, the deficiency shall be
fully paid or set apart but without interest, before any dividend
shall be paid upon or set apart for the common  stock.  Provided,
however, that no dividends shall be declared on the shares of any
series of preferred stock for any dividend period unless the full
dividend for all prior dividend periods  shall have been declared
or shall be declared  at the same time  upon all preferred  stock
outstanding during  such  prior  dividend  periods,  and  further
provided,  that no dividends shall  be declared on  the shares of
any  series of  preferred stock  unless a  dividend for  the same
period  shall be  declared at  the same  time upon  all preferred
stock outstanding during  said period in  like proportion to  the
dividend  rate upon such shares.  Whenever the full dividend upon
all  the preferred stock for all past dividend periods shall have
been  paid and  the full  dividend thereon  for the  then current
dividend  period shall  have  been paid  or  declared and  a  sum
sufficient  for the payment thereof set apart, dividends upon the
common stock may be declared by the board of directors out of the
remainder of the assets available therefor.

          (c)  Redemption - The Corporation may, at the option of
the board  of directors,  redeem the  whole  or any  part of  the
outstanding Series C Preferred Stock at any time commencing one 

                               -3-

<PAGE>
year after the date of issuance.  If such redemption is made, the
holders  of any shares of Series C Preferred Stock redeemed shall
be entitled to receive $100 per share plus an amount equal to all
dividends accrued and unpaid to the redemption date.

          Notice of election  to redeem shall  be mailed to  each
holder of  Series C Preferred Stock to  be redeemed not less than
thirty (30) days prior to the date upon which such stock is to be
redeemed.   In  case less  than all  of the outstanding  Series C
Preferred Stock is to be redeemed,  the amount to be redeemed and
the  method of effecting such  redemption, whether by  lot or pro
rata or otherwise, may  be determined by the board  of directors.
If  on or before  the redemption date  named in such  notice, the
funds  necessary for such redemption shall have been set aside by
the Corporation so as  to be available for  payment on demand  to
the  holders  of  the Series  C  Preferred  Stock  so called  for
redemption  then,  notwithstanding that  any  certificate of  the
Series  C Preferred Stock so called for redemption shall not have
been surrendered  for cancellation,  the dividends thereon  shall
cease  to accrue  from  and  after  the  date  of  redemption  so
designated,  and  all  rights  with  respect  to  such  Series  C
Preferred Stock so called for  redemption, including any right to
vote  or  otherwise  participate  in  the  determination  of  any
proposed  corporate action, shall forthwith after such redemption
date cease  and terminate, except only the right of the holder to
receive  the  redemption  price therefor,  but  without interest.
Stock  redeemed pursuant to the provisions hereof or any Series C
Preferred  Stock purchased  or  otherwise acquired  shall not  be
reissued but shall be cancelled and proceedings shall be taken in
the   manner  prescribed   by  statute   to  reduce   the  shares
accordingly.

          (d)  Voting  Rights  - The  holders  of  the shares  of
Series  C Preferred Stock shall be  entitled to one vote for each
share  of such stock  standing in the  name of the  holder on the
books of the Corporation and shall vote together with the holders
of  the  common stock  and the  holders  of other  series  of the
preferred stock of the Corporation as one class.

          (e)  Pre-emptive Rights  - No  holder of any  shares of
Series C  Preferred  Stock shall  have any  pre-emptive right  to
subscribe for or acquire additional shares of the Corporation  of
the same  or any other  class or  series, whether such  shares be
hereby  or  hereafter  authorized;  and no  holder  of  Series  C
Preferred Stock shall have  any pre-emptive right to  acquire any
shares which may be held in the treasury of the Corporation;  all
such   additional  or  treasury  shares  may  be  sold  for  such
consideration  at such time and to such  person or persons as the
board of directors may from time to time determine.

                               -4-

<PAGE>
          (f)  Conversion -

               (1)  The  Series  C   Preferred  Stock  shall   be
     convertible into Common Stock as  hereinafter provided, and,
     when and  as  so converted,  such Series  C Preferred  Stock
     shall  be cancelled and retired and shall not be reissued as
     such.  Any holder of the Series C Preferred Stock may at any
     time prior to December 31, 1983 convert such stock into full
     shares of the Common Stock of the Corporation at the rate of
     eight and  one-half (8.5) shares  of Common  Stock for  each
     share  of Series  C Preferred  Stock.   On  presentation and
     surrender  to   the  Corporation  at  its   offices  of  the
     certificates for shares  of the Series C  Preferred Stock to
     be  converted, the holder of such stock shall be entitled to
     receive in exchange therefor  certificates for shares of the
     fully   paid  and   non-assessable  Common   Stock  of   the
     Corporation  at  the  rate  aforesaid,  all  under  suitable
     regulations to be  prescribed by the  board of directors  of
     the Corporation.  Conversion of Series C Preferred  Stock in
     the manner  aforesaid  shall not  affect  the right  of  the
     holder of such stock to receive dividends accrued but unpaid
     on such shares  as of the dividend  payment date immediately
     prior to conversion.

               (2)  The  number  of shares  of Common  Stock into
     which each share of Series C Preferred Stock is convertible,
     shall  be  subject to  adjustment from  time  to time  as in
     subparagraphs (A) and (B) of this paragraph (2):

               (A)  In  case  the  Corporation shall  (1)  pay  a
          dividend  on   its  Common  Stock  in   shares  of  the
          Corporation,  (2)  subdivide  its   outstanding  Common
          Stock, (3) combine the  outstanding Common Stock into a
          smaller   number   of   shares,   or   (4)   issue   by
          reclassification of its Common Stock  (whether pursuant
          to a  merger or consolidation or  otherwise) any shares
          of the  Corporation, then the  holder of each  share of
          Series C  Preferred Stock shall be  entitled to receive
          upon the conversion of such share, the number of shares
          of the Corporation  which he would have  owned or would
          have been  entitled to  receive after the  happening of
          any of  the events described above had  such share been
          converted immediately  prior to the  happening of  such
          event.   An adjustment made pursuant  to this provision
          shall  become effective  retroactively with  respect to
          conversions made  subsequent to the record  date in the
          case of a  dividend, and shall become effective  on the
          effective  date   in   the  case   of  a   subdivision,
          combination or reclassification.

               (B)  No adjustment in the conversion rate shall be
          required  unless  such   adjustment  would  require  an
          increase or decrease in such rate of at least one-tenth
          of a share of Common Stock; provided, however, that any


                               -5-

<PAGE>
          adjustments which  by reason of  this subparagraph  (B)
          are  not required to  be made shall  be carried forward
          and taken into account in any subsequent adjustment.

               (3)  The  Corporation shall  at all  times reserve
     and  keep  available out  of  its  authorized Common  Stock,
     solely for the purpose of issue upon conversion of shares of
     Series C Preferred Stock as  herein provided, such number of
     shares  of Common Stock as  shall then be  issuable upon the
     conversion of  all outstanding shares of  Series C Preferred
     Stock.

               (4)  Fractional shares  of Common Stock  shall not
     be  issued upon conversion  of Series C  Preferred Stock nor
     shall cash  adjustments be  made for fractional  shares upon
     such conversion.

               (5)  For the purposes  of this paragraph (f),  the
     term "Common  Stock"  shall  mean  (A) the  class  of  stock
     designated as  the Common  Stock of the  Corporation at  the
     date of these Restated Articles of Incorporation, or (B) any
     other class  of stock  resulting from successive  changes or
     reclassifications of such Common  Stock consisting solely of
     change  in par value, or from par  value to no par value, or
     from no par value to par value.

          (g)  Liquidation   Rights  -  In   the  event   of  any
liquidation,  dissolution or  winding  up of  the affairs  of the
Corporation, whether voluntary or involuntary, the holders of the
Series  C Preferred Stock shall be entitled, before any assets of
the  Corporation shall be distributed  among or paid  over to the
holders of  the common stock, to receive out of the assets of the
Company $100 per share of Series C Preferred Stock.   If upon any
such dissolution,  liquidation or winding  up, the assets  of the
Corporation  available  for  payment   to  stockholders  are  not
sufficient to make payment in full to the holders of the Series C
Preferred Stock, payment shall be made to such holders ratably in
accordance with  the number of shares  held by them and,  in case
there shall then be more  than one series of the Preferred  Stock
outstanding  at  that  time,   ratably  in  accordance  with  the
respective  distributive amount  to which  such holders  shall be
entitled.



                               -6-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
           $6.00 Cumulative, Convertible and Redeemable
                Voting Series CC Preferred Shares,
        without par value, Stated Value $100.00 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing  and designating  the $6.00  Cumulative, Convertible
and  Redeemable Voting Series CC Preferred  Shares and fixing and
determining  the  relative  rights  and  preferences  thereof  is
attached  hereto  as  Exhibit  A  and is  made  a  part  of  this
statement.

          3.   The aforesaid resolution was adopted as of May 13,
1988.

          4.   The  aforesaid resolution was  duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and affixed the seal of  this corporation this 31st day  of
May, 1988.

                              TELEPHONE AND DATA SYSTEMS, INC.


                              By    /s/  LeRoy T.  Carlson       
                                   ---------------------------
                                   LeRoy T. Carlson, President


                              By    /s/ Michael G. Hron       
                                   --------------------------
                                   Michael G. Hron, Secretary

<PAGE>
                            EXHIBIT A

         STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
                                OF
           $6.00 CUMULATIVE, CONVERTIBLE AND REDEEMABLE
                VOTING SERIES CC PREFERRED SHARES,
        WITHOUT PAR VALUE, STATED VALUE $100.00 PER SHARE
        --------------------------------------------------


          RESOLVED,  that  pursuant  to  the  authority expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby creates and authorizes the issuance  of a series
of the Preferred Shares of the Corporation to consist  originally
of Six Thousand (6,000) shares, and hereby fixes the designation,
relative rights and preferences thereof as follows:

          (a)  Designation.   The  designation of  the  series of
Preferred  Shares  created  by  this resolution  shall  be  $6.00
Cumulative, Convertible and Redeemable Voting Series CC Preferred
Shares  (hereinafter  referred to  as  the  "Series CC  Preferred
Shares").  The Series CC Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.

          (b)  Dividends.    The  rate of  dividend  payable upon
Series  CC  Preferred  Shares shall  be  six  and no/100  dollars
($6.00) per share per annum.

          (c)  Convertibility.    Commencing  upon  issuance  and
terminating on the day before  the tenth anniversary thereof, the
Series CC  Preferred  Shares shall  be convertible  upon 45  days
written notice, into TDS  Common Shares at the rate of  three and
one-half (3.5) Common Shares for each Series CC Preferred Share.

          The number  of Common Shares into  which each Preferred
Share  is convertible shall be subject to adjustment from time to
time as set forth below:

          In  case TDS  shall (i)  pay a  dividend on  its Common
Shares (in shares of TDS), (ii) subdivide  its outstanding Common
Shares,  (iii)  combine  the  outstanding Common  Shares  into  a
smaller number  of shares, or  (iv) issue by  reclassification of
its Common Shares (whether pursuant  to a merger or consolidation
or  otherwise) any  shares  of  TDS,  then  the  holder  of  each
Preferred Share shall be entitled to receive upon  the conversion
of such share, the number  of shares of the Corporation  which he
or she would have  owned or would have  been entitled to  receive
after the happening of any of the events described above had such
share been converted immediately prior  to the happening of  such
event.    An adjustment  made  pursuant to  this  provision shall
become effective retroactively  with respect to  conversions made
subsequently to the  record date in the  case of a  dividend, and
shall become  effective on the  effective date  in the case  of a
subdivision, combination or reclassification.  No adjustment in 
                               -1-

<PAGE>
the  conversion rate  shall  be required  unless such  adjustment
would require an increase  or decrease in  such rate of at  least
one-tenth  (1/10) of a Common  Share; provided, however, that any
adjustments which by reason of this clause are not required to be
made  shall  be carried  forward and  taken  into account  in any
subsequent  adjustment.   Fractional Common  Shares shall  not be
issued  upon  conversion  of  Preferred Shares,  nor  shall  cash
adjustments be made for fractional shares upon such conversion.

          (d)  Stated  Value.   Each  Series  CC Preferred  Share
shall have a stated value of $100.

          (e)  Redeemability.   The  Series  CC Preferred  Shares
shall  be  redeemable  upon   the  second  anniversary  of  their
issuance, and for five  years thereafter, at the election  of the
holder of Series CC Preferred Shares which election shall be made
annually, TDS shall redeem  on a pro-rata basis for  each holder,
up to  twenty percent (20%) of the  number of Series CC Preferred
Shares  issued  and  outstanding  on each  anniversary  of  their
issuance  without premium, upon payment  of $100 per  share.  The
right of redemption  provided in the preceding sentence shall not
be cumulative.  In the event that a holder of Series CC Preferred
Shares fails to exercise its right of redemption during any year,
such  right of redemption with respect to the Series CC Preferred
Shares  eligible for  redemption  during such  year shall  lapse.
After the  seventh anniversary of  their issuance, the  Series CC
Preferred Shares outstanding may  be redeemed at the  election of
TDS from time to time in  whole or in part, without premium, upon
payment of $100  per share.   Notice of any  redemption shall  be
mailed  to  each  holder of  Series  CC  Preferred  Shares to  be
redeemed not less  than thirty (30) days  prior to the  date upon
which  such  stock is  to  be  redeemed.   If  on  or before  the
redemption date specified in such notice, the funds necessary for
such redemption  shall have  been set  aside by TDS  so as  to be
available  for  payment on  demand to  the  holders of  Series CC
Preferred Shares  so called for  redemption then, notwithstanding
that any  certificate representing Series CC  Preferred Shares so
called  for  redemption  shall  not  have  been  surrendered  for
cancellation, the  dividends thereon  shall cease to  accrue from
and  after  the date  of such  redemption  so specified,  and all
rights  with respect to such Series CC Preferred Shares so called
for  redemption,  including  any   right  to  vote  or  otherwise
participate  in  the  determination  of  any  proposed  corporate
action,  shall forthwith  after  such redemption  date cease  and
terminate, except only  the right  of the holder  to receive  the
redemption price therefor, but without interest.

          (f)  Voting.  The holders of Series CC Preferred Shares
shall  be entitled  to  one vote  for each  share  of such  stock
standing in the  name of the holder on  the books of the  TDS and
shall  vote  together with  the holders  of  the Series  A Common
Shares  of TDS  as  one class  with  respect to  the  election of
directors.




                               -2-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
      $6.00 Cumulative Convertible Voting Series D Preferred
      Stock, without par value, Stated value $100 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the board of directors
establishing and  designating  the $6.00  Cumulative  Convertible
Voting Series D  Preferred Stock and  fixing and determining  the
relative  rights and  preferences thereof  is attached  hereto as
Exhibit A and is made a part of this statement.

          3.   The aforesaid  resolution was adopted  on November
21, 1973.

          4.   The aforesaid resolution  was duly adopted by  the
board of directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and  affixed the seal of said  corporation this 21st day of
November, 1973.

                              TELEPHONE AND DATA SYSTEMS, INC.



[SEAL]                        By   /s/ William G. Vance       
                                   --------------------------
                                       Vice President



                                  /s/ Herbert S. Wander       
                                   --------------------------
                                         Secretary

<PAGE>
STATE OF ILLINOIS   )
                    )    SS.
COUNTY OF COOK      )


          On this 21st day  of November, A.D. 1973, before  me, a
Notary  Public,  in  and  for said  county,  personally  appeared
Herbert S. Wander, who, being  by me duly sworn, did say  that he
is  the secretary of said  corporation, that the  seal affixed to
said instrument is  the seal  of said corporation  and that  said
instrument  was  signed   and  sealed  on  behalf  of   the  said
corporation by authority of  its board of directors and  the said
Herbert S.  Wander acknowledged the execution  of said instrument
to be  the voluntary  act  and deed  of  said corporation  by  it
voluntarily executed.

          IN WITNESS  WHEREOF, I  have hereunto  set my  hand and
seal the day and year before written.


                                    /s/ Mildred L. Upper     
                                   --------------------------
                                           Notary Public

[Notarial Seal]



                               -2-

<PAGE>

          RESOLVED,  that  pursuant  to  the  authority expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby creates and authorizes the issuance  of a fourth
series  of  the preferred  stock  of the  Corporation  to consist
originally  of 5,561  shares and  hereby fixes  the designations,
powers  and preferences  and  the qualifications,  limitations or
restrictions thereof as follows:

          (a)  Designation -  The  designation of  the  preferred
stock  created  by  this  resolution shall  be  $6.00  Cumulative
Convertible Voting Series D Preferred Stock (hereinafter referred
to as  "Series D Preferred Stock").  The Series D Preferred Stock
shall have no par value but shall have a stated value of $100.

          (b)  Dividends - The holders  of the Series D Preferred
Stock shall  be entitled to receive, when  and as declared by the
board of directors of  the Corporation, out of any  assets of the
Corporation available for  dividends pursuant to the laws  of the
State  of Iowa, preferential dividends at the rate of six dollars
($6.00) per annum  per share and  no more.   The dividends,  when
payable,  shall be  paid quarterly  on the  first days  of March,
June, September, and December in each year, before any  dividends
shall be declared or paid upon  or set apart for the common stock
of the Company for that  year.  Such dividends upon the  Series D
Preferred  Stock  shall  be cumulative  from  the  date of  issue
thereof so that if dividends for any past  dividend period at the
rate of six  dollars ($6.00) per  annum shall not have  been paid
thereon  or declared and a sum sufficient for payment thereof set
apart,  the deficiency  shall  be fully  paid  or set  apart  but
without interest, before any  dividend shall be paid upon  or set
apart for the common stock.  Provided, however, that no dividends
shall be declared on the shares of any series  of preferred stock
for  any dividend period unless  the full dividend  for all prior
dividend periods shall have been declared or shall be declared at
the same  time upon all  preferred stock outstanding  during said
prior dividend  periods, and further provided,  that no dividends
shall be declared on the shares of any  series of preferred stock
unless a dividend  for the same  period shall be declared  at the
same time upon all preferred stock outstanding during said period
in  like  proportion  to  the  dividend  rate  upon  such shares.
Whenever the full dividend  upon all the preferred stock  for all
past  dividend periods shall have been paid and the full dividend
thereon for the then current dividend period shall have been paid
or  declared and  a sum  sufficient for  the payment  thereof set
apart, dividends upon  the common  stock may be  declared by  the
board of directors out  of the remainder of the  assets available
therefor.

          (c)  Redemption - The Corporation may, at the option of
the board  of directors,  redeem the  whole  or any  part of  the
outstanding Series D Preferred Stock at any time commencing ten 

                               -3-

<PAGE>
years after  the date of  issuance.  If such  redemption is made,
the  holders of any shares  of Series D  Preferred Stock redeemed
shall be  entitled to receive $100 per share plus an amount equal
to all dividends accrued and unpaid to the redemption date.

          Notice of election  to redeem shall  be mailed to  each
holder of  Series D Preferred Stock to  be redeemed not less than
thirty (30) days prior to the date upon which such stock is to be
redeemed.   In  case less  than all  of the outstanding  Series D
Preferred Stock is to be redeemed,  the amount to be redeemed and
the  method of effecting such  redemption, whether by  lot or pro
rata or otherwise, may  be determined by the board  of directors.
If  on or before  the redemption date  named in such  notice, the
funds  necessary for such redemption shall have been set aside by
the Corporation so as  to be available for  payment on demand  to
the  holders  of  the Series  D  Preferred  Stock  so called  for
redemption  then,  notwithstanding that  any  certificate of  the
Series  D Preferred Stock so called for redemption shall not have
been surrendered  for cancellation,  the dividends thereon  shall
cease  to accrue  from  and  after  the  date  of  redemption  so
designated,  and  all  rights  with  respect  to  such  Series  D
Preferred Stock so called for  redemption, including any right to
vote  or  otherwise  participate  in  the  determination  of  any
proposed  corporate action, shall forthwith after such redemption
date cease  and terminate, except only the right of the holder to
receive  the  redemption  price therefor,  but  without interest.
Stock  redeemed pursuant to the provisions hereof or any Series D
Preferred  Stock purchased  or  otherwise acquired  shall not  be
reissued but shall be cancelled and proceedings shall be taken in
the   manner  prescribed   by  statute   to  reduce   the  shares
accordingly.

          (d)  Voting  Rights  - The  holders  of  the shares  of
Series  D Preferred Stock shall be  entitled to one vote for each
share  of such stock  standing in the  name of the  holder on the
books of the Corporation and shall vote together with the holders
of  the  common stock  and the  holders  of other  series  of the
preferred stock of the Corporation as one class.

          (e)  Pre-emptive Rights  - No  holder of any  shares of
Series D  Preferred  Stock shall  have any  pre-emptive right  to
subscribe for or acquire additional shares of the Corporation  of
the same  or any other  class or  series, whether such  shares be
hereby  or  hereafter  authorized;  and no  holder  of  Series  D
Preferred Stock shall have  any pre-emptive right to  acquire any
shares which may be held in the treasury of the Corporation;  all
such   additional  or  treasury  shares  may  be  sold  for  such
consideration  at such time and to such  person or persons as the
board of directors may from time to time determine.



                               -4-

<PAGE>
          (f)  Conversion -
               ----------

               (1)  The  Series   D  Preferred  Stock   shall  be
     convertible into Common Stock  as hereinafter provided  and,
     when and  as so  converted,  such Series  D Preferred  Stock
     shall  be cancelled and retired and shall not be reissued as
     such.  Any holder of the Series D Preferred Stock may at any
     time  commencing  two (2)  years  and  terminating upon  the
     expiration  of ten  (10)  years from  the  date of  issuance
     convert such stock into  full shares of the Common  Stock of
     the Corporation at  the rate  of ten (10)  shares of  Common
     Stock  for each  share  of Series  D  Preferred Stock.    On
     presentation and surrender to the Corporation at its offices
     of  the certificates  for shares of  the Series  D Preferred
     Stock to be  converted, the  holder of such  stock shall  be
     entitled  to receive  in exchange therefor  certificates for
     shares of the fully paid and  non-assessable Common Stock of
     the Corporation  at the  rate aforesaid, all  under suitable
     regulations  to be prescribed  by the board  of directors of
     the Corporation.   Conversion of Series D Preferred Stock in
     the  manner aforesaid  shall  not affect  the  right of  the
     holder of such stock to receive dividends accrued but unpaid
     on such  shares as of the dividend  payment date immediately
     prior to conversion.

               (2)  The number  of  shares of  Common Stock  into
     which each share of Series D Preferred Stock is convertible,
     shall  be  subject to  adjustment from  time  to time  as in
     subparagraphs (A) and (B) of this paragraph (2):

               (A)  In  case  the  Corporation  shall (1)  pay  a
          dividend  on   its  Common  Stock  in   shares  of  the
          Corporation,  (2)  subdivide  its   outstanding  Common
          Stock, (3) combine the  outstanding Common Stock into a
          smaller   number   of   shares,   or   (4)   issue   by
          reclassification of its  Common Stock (whether pursuant
          to a  merger or consolidation or  otherwise) any shares
          of the Corporation,  then the holder  of each share  of
          Series D  Preferred Stock shall be  entitled to receive
          upon the conversion of such share, the number of shares
          of the  Corporation which he would have  owned or would
          have been  entitled to  receive after the  happening of
          any of the  events described above had  such share been
          converted  immediately prior  to the happening  of such
          event.   An adjustment made pursuant  to this provision
          shall  become effective  retroactively with  respect to
          conversions made  subsequent to the record  date in the
          case of a  dividend, and shall become  effective on the
          effective   date  in   the   case  of   a  subdivision,
          combination or reclassification.

               (B)  No adjustment in the conversion rate shall be
          required   unless  such  adjustment  would  require  an
          increase or decrease in such rate of at least one-tenth


                               -5-

<PAGE>
          of a share of Common Stock; provided, however, that any
          adjustments which  by reason  of this  subparagraph (B)
          are not required  to be made  shall be carried  forward
          and taken into account in any subsequent adjustment.

               (3)  The  Corporation shall  at all  times reserve
     and  keep  available out  of  its  authorized Common  Stock,
     solely for the purpose of issue upon conversion of shares of
     Series D Preferred Stock as herein  provided, such number of
     shares  of Common Stock as  shall then be  issuable upon the
     conversion of  all outstanding shares of  Series D Preferred
     Stock.

               (4)  Fractional  shares of Common  Stock shall not
     be issued upon  conversion of Series  D Preferred Stock  nor
     shall cash  adjustments be  made for fractional  shares upon
     such conversion.

               (5)  For the purposes of  this paragraph (f),  the
     term  "Common  Stock" shall  mean  (A)  the  class of  stock
     designated as  the Common  Stock of  the Corporation at  the
     date of these Restated Articles of Incorporation, or (B) any
     other class  of stock  resulting from successive  changes or
     reclassifications  of such Common Stock consisting solely of
     change in par  value, or from par value to  no par value, or
     from no par value to par value.

          (g)  Liquidation  Rights   -  In   the  event   of  any
liquidation,  dissolution or  winding up  of  the affairs  of the
Corporation, whether voluntary or involuntary, the holders of the
Series  D Preferred Stock shall be entitled, before any assets of
the  Corporation shall be distributed  among or paid  over to the
holders of the common stock, to receive out of the  assets of the
Company $100 per share of Series  D Preferred Stock.  If upon any
such dissolution,  liquidation or winding  up, the assets  of the
Corporation  available  for  payment  to  stockholders  are   not
sufficient to make payment in full to the holders of the Series D
Preferred Stock, payment shall be made to such holders ratably in
accordance  with the number  of shares held by  them and, in case
there shall  then be more than one  series of the Preferred Stock
outstanding  at  that  time,   ratably  in  accordance  with  the
respective  distributive amount  to which  such holders  shall be
entitled.



                               -6-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
           $7.00 Cumulative, Convertible and Redeemable
                Voting Series DD Preferred Shares,
        without par value, Stated Value $100.00 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing  and designating  the $7.00  Cumulative, Convertible
and  Redeemable Voting Series DD Preferred  Shares and fixing and
determining  the  relative  rights  and  preferences  thereof  is
attached  hereto  as  Exhibit  A  and is  made  a  part  of  this
statement.

          3.   The  aforesaid  resolution   was  adopted  as   of
December 2, 1988.

          4.   The  aforesaid resolution was  duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and affixed the seal of  this corporation this 13th day  of
December, 1988.

                              TELEPHONE AND DATA SYSTEMS, INC.


                              By    /s/ LeRoy T. Carlson      
                                   --------------------------
                                   LeRoy T. Carlson, Chairman


                              By    /s/ Michael G. Hron       
                                   --------------------------
                                   Michael G. Hron, Secretary

Subscribed and sworn to 
before me this 13th day
of December 1988

 /s/ Miriam L. Sharpe    
------------------------
Notary Public

My commission expires: 12/10/89

<PAGE>

         STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
                                OF
           $7.00 CUMULATIVE, CONVERTIBLE AND REDEEMABLE
                VOTING SERIES DD PREFERRED SHARES,
        WITHOUT PAR VALUE, STATED VALUE $100.00 PER SHARE
        --------------------------------------------------


          RESOLVED,  that  pursuant  to the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby creates, designates and authorizes  the issuance
of a series of the Preferred Shares of the Corporation to consist
originally of  Sixty Thousand  (60,000) shares, and  hereby fixes
and  determines the  relative rights  and preferences  thereof as
follows:

          (a)  Designation.   The  designation of  the  series of
Preferred  Shares  created  by  this resolution  shall  be  $7.00
Cumulative, Convertible and Redeemable Voting Series DD Preferred
Shares  (hereinafter  referred to  as  the  "Series DD  Preferred
Shares").  The Series DD Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.

          (b)  Dividends.    The  rate of  dividend  payable upon
Series  DD  Preferred Shares  shall be  seven and  no/100 dollars
($7.00) per share per annum.

          (c)  Convertibility.    Commencing  upon  issuance  and
terminating on the day  before the fifteenth anniversary thereof,
the Series  DD  Preferred Shares  shall  be convertible,  at  the
election of the  holder of  Series DD Preferred  Shares and  upon
surrender to  the Corporation of the  certificate or certificates
representing  the shares  to be  converted, into  fully paid  and
nonassessable  TDS Common  Shares,  $1.00 par  value (hereinafter
referred to as the "Common Shares"), at the rate of five and one-
quarter  (5.25) Common Shares for each Series DD Preferred Share.
Certificates   representing  any   Series  DD   Preferred  Shares
surrendered for conversion shall  be delivered to the Corporation
duly endorsed, or accompanied  by proper instruments of transfer,
to the Corporation or in blank, together with a written notice to
the Corporation of the  holder's election to make the  conversion
and of the name or names in which the certificate or certificates
for Common Shares shall be issued.  The Corporation shall pay all
documentary,  stamp, and  similar  taxes that  may be  payable in
respect of the issue or delivery of Common Shares upon conversion
of any Series DD  Preferred Shares.  The Corporation shall at all
times reserve  and keep  available, free from  preemptive rights,
out  of its authorized but unissued Common Shares the full number
of Common Shares that would be deliverable upon the conversion of
Series DD Preferred Shares then outstanding.


                               -2-

<PAGE>
          If at any time the Corporation elects to redeem part or
all  of the outstanding  Series DD Preferred  Shares (pursuant to
paragraph (e)  of this Statement of  Designation, Preferences and
Rights), the holders of  the Series DD Preferred Shares  that the
Corporation elects to redeem shall  be entitled to convert  those
shares  to Common  Shares by delivering  to the  Corporation, not
less than ten (10)  days before the redemption date  specified in
the Corporation's notice  of redemption, a written  notice of the
holder's  election  to  convert part  or  all  of  his Series  DD
Preferred Shares to Common  Shares, together with the certificate
or certificates representing the Series DD Preferred Shares to be
converted duly endorsed (or  accompanied by proper instruments of
transfer) to the Corporation or in blank.

          The number  of Common Shares into which  each Series DD
Preferred  Share is  convertible shall  be subject  to adjustment
from time to time as set forth below:

          In case the Corporation shall (i) pay a dividend on its
Common  Shares (in shares of the Corporation), (ii) subdivide its
outstanding Common  Shares, (iii) combine the  outstanding Common
Shares  into  a  smaller  number  of  shares  or  (iv)  issue  by
reclassification  of its  Common  Shares (whether  pursuant to  a
merger  or   consolidation  or  otherwise)  any   shares  of  the
Corporation, then  the holder of  each Series DD  Preferred Share
shall be entitled to  receive upon the conversion of  such share,
the number  of shares of  the Corporation  which he or  she would
have  owned  or would  have been  entitled  to receive  after the
happening of any  of the  events described above  had such  share
been converted immediately  prior to the happening of such event.
An  adjustment  made  pursuant  to this  provision  shall  become
effective   retroactively  with   respect  to   conversions  made
subsequent to the  record date  in the  case of  a dividend,  and
shall become  effective on the  effective date in  the case  of a
subdivision, combination or reclassification.   Fractional Common
Shares shall not be issued upon conversion of Series DD Preferred
Shares, nor shall cash adjustments be made for  fractional shares
upon such conversion.

          (d)  Stated  Value.    Each Series  DD  Preferred Share
shall have a stated value of $100.

          (e)  Redeemability.   The  Series  DD Preferred  Shares
shall  be  redeemable  upon   the  second  anniversary  of  their
issuance, and  on each  anniversary thereafter through  the sixth
such  anniversary, at  the election  of the  holder of  Series DD
Preferred  Shares, which election shall be made not less than ten
(10) days before  each such anniversary.   The Corporation  shall
redeem on a pro-rata basis for  each holder, up to twenty percent
(20%)  of the  number of  Series DD  Preferred Shares  issued and
outstanding  on  each  anniversary   of  their  issuance  without
premium, upon payment to the holder of Series DD Preferred Shares
to be redeemed of $100 per share plus


                               -3-

<PAGE>

               (i)  any accrued and unpaid dividends with respect
     to each Series DD Preferred Share redeemed, and

               (ii) an amount  equal to $1.75 for  each Series DD
     Preferred Share  redeemed multiplied  by the number  of days
     between  the date fixed for redemption and the March 1, June
     1, September 1, or December 1 immediately preceding the date
     fixed for redemption and divided by 90. 

The  right of redemption provided in the preceding sentence shall
not  be cumulative.   In  the event  that a  holder of  Series DD
Preferred Shares fails to exercise its right of redemption during
any year,  such right of redemption with respect to the Series DD
Preferred Shares  eligible for redemption during  such year shall
lapse.  A holder of Series DD Preferred Shares shall exercise its
right of redemption by mailing  to the Corporation written notice
of its election  to redeem Series  DD Preferred Shares,  together
with  a certificate  or certificates  representing the  Series DD
Preferred  Shares to be redeemed, duly endorsed or accompanied by
proper  instruments   of  transfer.    The   foregoing  right  of
redemption  may  only be  exercised if  the  price of  the Common
Shares at the time the holder of Series DD Preferred Shares gives
notice of his or  her desire to  have Series DD Preferred  Shares
redeemed is below $19.00  per share (or such equivalent  price as
may  exist  as  a result  of  any  stock  split, stock  dividend,
reclassification or similar event).

          After the fifteenth anniversary of their issuance,  the
Series DD  Preferred Shares  outstanding may  be redeemed at  the
election  of the  Corporation from  time to  time in whole  or in
part,  without premium, upon payment  to the holder  of Series DD
Preferred Shares to be redeemed of $100 per share plus

               (i)  any accrued and unpaid dividends with respect
     to each Series DD Preferred Share redeemed, and

               (ii) an amount  equal to $1.75 for  each Series DD
     Preferred Share  redeemed multiplied  by the number  of days
     between  the date fixed for redemption and the March 1, June
     1, September 1, or December 1 immediately preceding the date
     fixed for redemption and divided by 90. 

Notice of any redemption shall be mailed to each holder of Series
DD Preferred Shares to be redeemed not less than thirty (30) days
prior to the date upon which such stock is to be redeemed.  If on
or before the redemption date specified in such notice, the funds
necessary  for such redemption shall  have been set  aside by the
Corporation so  as to be available  for payment on demand  to the
holders  of Series DD  Preferred Shares so  called for redemption
then, notwithstanding that any certificate representing Series DD
Preferred  Shares so  called for  redemption shall not  have been
surrendered for cancellation,  the dividends thereon shall  cease
to  accrue  from  and  after  the  date  of  such  redemption  so
specified, and all rights with respect to such Series DD 

                               -4-

<PAGE>
Preferred Shares so called for redemption, including any right to
vote  or  otherwise  participate  in  the  determination  of  any
proposed  corporate action, shall forthwith after such redemption
date cease and terminate,  except only the right of the holder to
receive the redemption price therefor, but without interest.

          (f)  Voting Rights.  With  respect to all matters, each
holder of Series  DD Preferred  Shares shall be  entitled to  one
vote for each  share of such  stock standing in  the name of  the
holder on  the books  of the  Corporation.   With respect  to the
election  of directors, the holders of Series DD Preferred Shares
shall have class  voting rights (voting together with the holders
of (i) other Preferred  Shares that are entitled to  vote thereon
and that  were issued after October  31, 1981, and  (ii) Series A
Common  Shares) to  the  extent provided  in  Article IV  of  the
Articles of Incorporation of the Corporation.

          (g)  Liquidation Preference.   For purposes of  Article
IV, paragraph 2.III of the Articles of Incorporation,  the "fixed
amount  payable" for the Series DD Preferred Shares shall be $100
per share.

                               -5-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
      $6.00 Cumulative Convertible Voting Series E Preferred
      Stock, without par value, Stated Value $100 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the board of directors
establishing and  designating  the $6.00  Cumulative  Convertible
Voting Series E  Preferred Stock and  fixing and determining  the
relative  rights and  preferences thereof  is attached  hereto as
Exhibit A and is made a part of this statement.

          3.   The aforesaid  resolution was adopted  on February
25, 1974.

          4.   The aforesaid resolution  was duly adopted by  the
board of Directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and  affixed the seal of said  corporation this 25th day of
February, 1974.

                              TELEPHONE AND DATA SYSTEMS, INC.



                              By  /s/ K.C. August             
                                   --------------------------
                                       Vice President



                                  /s/ Herbert S. Wander       
                                   --------------------------
                                         Secretary

<PAGE>
STATE OF ILLINOIS   )
                    )    SS.
COUNTY OF COOK      )


          On this 25th day  of February, A.D. 1974, before  me, a
Notary  Public,  in  and  for said  county,  personally  appeared
Herbert S. Wander, who, being  by me duly sworn, did say  that he
is  the secretary of said  corporation, that the  seal affixed to
said instrument is  the seal  of said corporation  and that  said
instrument  was  signed   and  sealed  on  behalf  of   the  said
corporation by authority of  its board of directors and  the said
Herbert S.  Wander acknowledged the execution  of said instrument
to be  the voluntary  act  and deed  of  said corporation  by  it
voluntarily executed.

          IN WITNESS  WHEREOF, I  have hereunto  set my  hand and
seal the day and year before written.


                               /s/ Marianne Larzian       
                              -------------------------------
                                           Notary Public

[Notarial Seal]




                               -2-

<PAGE>
                            EXHIBIT A
                            ----------


          RESOLVED,  that  pursuant  to  the  authority expressly
granted to and vested in the board of  directors of Telephone and
Data Systems,  Inc., an Iowa corporation  (the "Corporation"), by
the  Articles of  Incorporation,  the board  of directors  hereby
creates  and authorizes  the issuance  of a  fifth series  of the
preferred  stock  of the  Corporation  to  consist originally  of
10,001  shares  and hereby  fixes  the  designations, powers  and
preferences and the  qualifications, limitations or  restrictions
thereof as follows:

          (a)  Designation  -  The designation  of  the preferred
stock  created  by  this  resolution shall  be  $6.00  Cumulative
Convertible Voting Series E Preferred Stock (hereinafter referred
to as "Series E Preferred Stock").  The Series E  Preferred Stock
shall have no par value but shall have a stated value of $100.

          (b)  Dividends - The holders  of the Series E Preferred
Stock shall be entitled  to receive, when and as declared  by the
board  of directors of the Corporation,  out of any assets of the
Corporation available  for dividends pursuant to the  laws of the
State  of Iowa, preferential dividends at the rate of six dollars
($6.00)  per annum per share.  The dividends, when payable, shall
be  paid quarterly on the  first days of  March, June, September,
and December in each year, before any dividends shall be declared
or paid upon or set apart for the common stock of the Company for
that  year.   Such dividends  upon the  Series E  Preferred Stock
shall be  cumulative from  the date of  issue thereof so  that if
dividends for any past dividend period at the rate of six dollars
($6.00)  per annum shall not  have been paid  thereon or declared
and  a   sum  sufficient  for  payment  thereof  set  apart,  the
deficiency  shall  be fully  paid  or  set apart,  with  interest
payable at the rate of  7 percent per annum, before  any dividend
shall be paid upon or set  apart for the common stock.  Provided,
however, that no dividends shall be declared on the shares of any
series of preferred stock for any dividend period unless the full
dividend for all prior dividend  periods shall have been declared
or  shall be declared at  the same time  upon all preferred stock
outstanding  during  said  prior dividend  periods,  and  further
provided,  that no dividends shall  be declared on  the shares of
any  series of  preferred stock  unless a  dividend for  the same
period  shall be  declared at  the same  time upon  all preferred
stock outstanding  during said period  in like proportion  to the
dividend  rate upon such shares.  Whenever the full dividend upon
all  the preferred stock for all past dividend periods shall have
been  paid and  the full  dividend thereon  for the  then current
dividend  period shall  have  been paid  or  declared and  a  sum
sufficient for the payment thereof set apart, dividends upon  the
common stock may be declared by the board of directors out of the
remainder of the assets available therefor.


                               -3-

<PAGE>
          (c)  Redemption -  Commencing ten years  after the date
of issuance, the  Corporation may, at the option  of the board of
directors,  redeem in  any one year  up to 12-1/2  percent of the
first  issued   10,001  shares   of  Series  E   Preferred  Stock
(hereinafter  referred to as "the original issue").  No more than
12-1/2 percent of the original  issue may be redeemed in any  one
year until the expiration  of twenty-five years from the  date of
issue,  at which time 100  percent of the  original issue, or any
part  thereof, may  be  redeemed by  the  Corporation.   If  such
redemption  is  made,  the holders  of  any  shares  of Series  E
Preferred  Stock redeemed shall  be entitled to  receive $100 per
share plus an amount equal to all dividends accrued and unpaid to
the redemption date plus  interest at the  rate of 7 percent  per
annum upon such unpaid dividends.

          The Corporation  may, at  the option  of  the board  of
directors, redeem the whole or any part of any outstanding Series
E Preferred Stock,  other than  the original issue,  at any  time
commencing  one year  after  the  date  of  issuance.    If  such
redemption  is  made,  the holders  of  any  shares  of Series  E
Preferred Stock redeemed  shall be entitled  to receive $100  per
share plus an amount equal to all dividends accrued and unpaid to
the redemption date.

          Notice of  election to redeem  shall be mailed  to each
holder  of Series E Preferred Stock to  be redeemed not less than
thirty (30) days prior to the date upon which such stock is to be
redeemed.   In case  less than  all of  the outstanding  Series E
Preferred Stock is to be redeemed, the amount to be  redeemed and
the  method of effecting such  redemption, whether by  lot or pro
rata or otherwise, may  be determined by the board  of directors.
If on  or before the  redemption date  named in such  notice, the
funds  necessary for such redemption shall have been set aside by
the Corporation  so as to  be available for payment  on demand to
the  holders  of  the Series  E  Preferred  Stock  so called  for
redemption  then, notwithstanding  that  any certificate  of  the
Series  E Preferred Stock so called for redemption shall not have
been  surrendered for  cancellation, the dividends  thereon shall
cease  to accrue  from  and  after  the  date  of  redemption  so
designated and all rights with respect to such Series E Preferred
Stock  so called for redemption,  including any right  to vote or
otherwise  participate  in  the  determination  of  any  proposed
corporate  action, shall  forthwith  after such  redemption  date
cease  and  determine, except  only the  right  of the  holder to
receive the redemption price  therefor, but with interest  on the
unpaid dividends calculated only until the date of the redemption
and  without any  further  interest whatsoever.   Stock  redeemed
pursuant to the provisions hereof or any Series E Preferred Stock
purchased or otherwise  acquired by the Corporation  shall not be
reissued but shall be cancelled and proceedings shall be taken in
the   manner  prescribed   by  statute   to  reduce   the  shares
accordingly.


                               -4-

<PAGE>
          (d)  Voting  Rights  - The  holders  of  the shares  of
Series E Preferred  Stock shall be entitled to  one vote for each
share of such  stock standing in  the name of  the holder on  the
books of the Corporation and shall vote together with the holders
of  the common  stock  and the  holders of  other  series of  the
preferred stock of the Corporation as one class.

          (e)  Pre-emptive Rights  - No  holder of any  shares of
Series  E  Preferred Stock  shall have  any pre-emptive  right to
subscribe for or acquire additional shares of the  Corporation of
the same or  any other class  or series,  whether such shares  be
hereby  or  hereafter authorized;  and  no  holder  of  Series  E
Preferred Stock shall  have any pre-emptive right  to acquire any
shares which  may be held in the treasury of the Corporation; all
such  additional  or  treasury  shares  may  be  sold  for   such
consideration at such  time and to such person or  persons as the
board  of  directors may  from  time  to time  determine,  unless
otherwise  restricted   by  the   terms  of  this   statement  of
designations, powers and preferences.

          (f)  Conversion -

               (1)  The   Series  E  Preferred   Stock  shall  be
     convertible into Common  Stock as hereinafter  provided and,
     when and  as so  converted, such  Series  E Preferred  Stock
     shall  be cancelled and retired and shall not be reissued as
     such.   Any holder of the  Series E Preferred Stock,  at any
     time commencing immediately upon  the issuance of the Series
     E Preferred Stock and terminating upon the expiration of the
     ten  years from the date of issuance, may convert such stock
     into full shares of  the Common Stock of the  Corporation at
     the rate of  nine (9) shares of Common Stock  for each share
     of Series E Preferred Stock upon 90 days written notice.  On
     presentation and surrender to the Corporation at its offices
     of the  certificates for  shares of  the Series  E Preferred
     Stock to be  converted, the  holder of such  stock shall  be
     entitled to  receive in  exchange therefor  certificates for
     shares  of the fully paid and non-assessable Common Stock of
     the Corporation  at the  rate aforesaid, all  under suitable
     regulations to  be prescribed by  the board of  directors of
     the Corporation.  Conversion of Series E  Preferred Stock in
     the  manner  aforesaid shall  not  affect the  right  of the
     holder of such stock to receive dividends accrued but unpaid
     on such shares  as of the dividend  payment date immediately
     prior to conversion.

               (2)  The  number of  shares of  Common  Stock into
     which each share  of Series E Preferred Stock is convertible
     shall  be  subject to  adjustment from  time  to time  as in
     subparagraphs (A) and (B) of this paragraph (2):

               (A)  In case  the  Corporation  shall  (1)  pay  a
          dividend  on   its  Common  Stock  in   shares  of  the
          Corporation, (2) subdivide its outstanding Common

                               -5-

<PAGE>
          Stock, (3) combine the  outstanding Common Stock into a
          smaller   number   of   shares,   or   (4)   issue   by
          reclassification  of its Common Stock (whether pursuant
          to a  merger or consolidation or  otherwise) any shares
          of  the Corporation, then  the holder of  each share of
          Series E  Preferred Stock shall be  entitled to receive
          upon the conversion of such share, the number of shares
          of the Corporation  which he would have  owned or would
          have been  entitled to  receive after the  happening of
          any  of the events described above  had such share been
          converted immediately prior  to the  happening of  such
          event.   An adjustment made pursuant  to this provision
          shall  become effective  on the  effective date  in the
          case of a subdivision, combination or reclassification.

               (B)  No adjustment in the conversion rate shall be
          required  unless  such  adjustment  would   require  an
          increase or decrease in such rate of at least one-tenth
          of  a  common  share;   provided,  however,  that   any
          adjustments  which by reason  of this  subparagraph (B)
          are not required  to be made  shall be carried  forward
          and taken into account in any subsequent adjustment.

               (3)  The  Corporation shall  at all  times reserve
     and keep available out of its authorized Common Stock solely
     for the purpose of issue upon conversion of shares of Series
     E Preferred Stock as herein provided,  such number of shares
     of  Common  Stock  as  shall  then  be  issuable   upon  the
     conversion of  all outstanding shares of  Series E Preferred
     Stock.

               (4)  Fractional  shares of Common  Stock shall not
     be issued upon  conversion of Series  E Preferred Stock  nor
     shall cash  adjustments be  made for fractional  shares upon
     such conversion.

               (5)  For the  purpose of  this paragraph  (f), the
     term  "Common  Stock" shall  mean  (A)  the  class of  stock
     designated as  the Common  Stock of  the Corporation at  the
     date of these Restated Articles of Incorporation, or (B) any
     other class  of stock  resulting from successive  changes or
     reclassifications of such Common  Stock consisting solely of
     change in par  value, or from par value to  no par value, or
     from no par value to par value.

          (g)  Liquidation  Rights  -   In  the   event  of   any
liquidation,  dissolution or  winding up  of  the affairs  of the
Corporation, whether voluntary or involuntary, the holders of the
Series  E Preferred Stock shall be entitled, before any assets of
the  Corporation shall be distributed  among or paid  over to the
holders of the common stock, to receive out of the  assets of the
Company $100 per share of Series E Preferred Stock.  Said payment
of  $100  per share  of  Series  E Preferred  Stock  shall be  in
addition to payment of unpaid dividends and interest thereon, if 

                               -6-

<PAGE>
any, to which the holders of  the Series E Preferred Stock may be
entitled.  If  upon any such dissolution, liquidation  or winding
up, the  assets  of  the Corporation  available  for  payment  to
stockholders  are not sufficient to  make payment in  full to the
holders of the Series E Preferred Stock, payment shall be made to
such holders ratably in accordance with the number of shares held
by them and, in case  there shall then be more than one series of
the  Preferred  Stock  outstanding   at  that  time,  ratably  in
accordance with the respective  distributive amount to which such
holders shall be entitled.



                               -7-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
            $6.00 Cumulative, Convertible, Redeemable
              and Voting Series EE Preferred Shares,
          without par value, Stated Value $100 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing and designating  the $6.00 Cumulative,  Convertible,
Redeemable  and Voting Series EE Preferred  Shares and fixing and
determining  the  relative  rights  and  preferences  thereof  is
attached  hereto  as  Exhibit  A  and is  made  a  part  of  this
statement.

          3.   The aforesaid resolution  was duly adopted  by the
Board  of Directors  of TELEPHONE  AND DATA  SYSTEMS, INC.  as of
September 14, 1989.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and  affixed the seal of this  corporation this 14th day of
September, 1989.

                              TELEPHONE AND DATA SYSTEMS, INC.


                               /s/ LeRoy T. Carlson           
                              -------------------------------
                              Name:  LeRoy T. Carlson
                              Title: Chairman


                               /s/ Michael G. Hron            
                              -------------------------------
                              Name:  Michael G. Hron
                              Title: Secretary

<PAGE>
                                                        Exhibit A
                                                       ----------
         STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
                                OF
            $6.00 CUMULATIVE, CONVERTIBLE, REDEEMABLE
              AND VOTING SERIES EE PREFERRED SHARES
              --------------------------------------

          RESOLVED,  that pursuant  to  the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby creates  and authorizes the issuance of a series
of the Preferred Shares of  the Corporation to consist originally
of  Sixteen Thousand  Five  Hundred (16,500)  shares, and  hereby
fixes  the designation  and the  relative rights  and preferences
thereof as follows:

          (a)  Designation  -  The designation  of the  series of
Preferred  Shares  created by  this  resolution  shall be  "$6.00
Cumulative,   Convertible,  Redeemable   and  Voting   Series  EE
Preferred  Shares" (hereinafter  referred  to as  the "Series  EE
Preferred Shares").  The Series EE Preferred Shares shall have no
par value but shall have a stated value of $100.00 per share.

          (b)  Dividends  -  The rate  of  dividend  payable upon
Series  EE  Preferred Shares  shall  be  six and  no/100  dollars
($6.00)  per share per annum.  Such dividends shall be cumulative
from and commence to accrue on the date of issuance.

          (c)  Redemption - 

               (1)  After  the twentieth anniversary  of the date
     of issuance, the Corporation may, at its option, at any time
     redeem  all or a portion  of the then  outstanding Series EE
     Preferred Shares for $100.00 per share, plus an amount equal
     to all accumulated and unpaid dividends thereon.

               (2)  Notice  of an  election under  the redemption
     provision in  subparagraph (1)  above shall be  delivered to
     each  holder of Series EE Preferred Shares to be redeemed at
     the address appearing on the records of  the Corporation not
     less than thirty (30) days prior to the date upon which such
     stock  is  to  be redeemed.    If,  on  the redemption  date
     specified  in  such notice,  the  funds  necessary for  such
     redemption shall have been  set aside by the  Corporation so
     as to be available  for payment on  demand to the holder  of
     Series EE  Preferred Shares  so called for  redemption, then
     notwithstanding  that any certificate representing Series EE
     Preferred  Shares so  called for  redemption shall  not have
     been surrendered  for  cancellation, the  dividends  thereon
     shall  cease to  accrue  from and  after  the date  of  such
     redemption so specified, and all rights with respect to such
     Series  EE  Preferred  Shares  so   called  for  redemption,
     including any right to vote or otherwise participate in the 
                               -1-

<PAGE>
     determination  of  any   proposed  corporate  action,  shall
     terminate  at the close of business on such redemption date,
     except  only  the   right  of  the  holder  to  receive  the
     redemption price therefor, but without interest.

          (d)  Voting Rights - 

               (1)  With respect  to all matters,  each holder of
     Series EE Preferred Shares shall be entitled to one vote for
     each share of such stock standing  in the name of the holder
     on the books of the Corporation.

               (2)  With  respect to  the election  of directors,
     the holders of Series EE  Preferred Shares shall have  class
     voting rights (voting together with the holders of (i) other
     Preferred Shares  that are entitled to vote thereon and that
     were issued after October 31, 1981, and (ii) Series A Common
     Shares) to the extent provided in Article IV of the Articles
     of Incorporation of the Corporation.

          (e)  Conversion -  

               (1)  Commencing upon issuance  and terminating  at
     the  close   of  business  on  the  day   before  the  tenth
     anniversary of the date of issuance, each outstanding Series
     EE Preferred Share may be converted, upon fifteen (15) days'
     written notice  into four and one-half  (4.5) Common Shares.
     On  presentation and  surrender  to the  Corporation at  its
     offices  of  the  certificate  representing  the  Series  EE
     Preferred Shares  to be converted, the  holder thereof shall
     be entitled to receive in exchange therefor certificates for
     the  fully  paid and  non-assessable  Common  Shares of  the
     Corporation  at  the  rate  aforesaid,  all  under  suitable
     regulations to  be prescribed by  the board of  directors of
     the Corporation.   Conversion of Series  EE Preferred Shares
     in  the manner aforesaid shall  not affect the  right of the
     converting holder  thereof to receive dividends  accrued but
     unpaid thereon  as of the dividend  payment date immediately
     prior to conversion.

               (2)  The  number of Common  Shares into which each
     Series EE Preferred Share is convertible shall be subject to
     adjustment  from time to time.  In the event the Corporation
     shall (i) pay  a dividend  on its Common  Shares (in  Common
     Shares of the Corporation) of more than 20% of the number of
     outstanding  Common Shares,  (ii) subdivide  its outstanding
     Common Shares, (iii) combine  the outstanding Common  Shares
     into  a  smaller   number  of  shares   or  (iv)  issue   by
     reclassification of its Common Shares (whether pursuant to a
     merger  or consolidation  or  otherwise) any  shares of  the
     Corporation,  then the  holder of  each Series  EE Preferred
     Share shall be entitled  to receive, upon the conversion  of
     such share, the number of shares of the Corporation which he
     would have owned or would have been entitled to receive 

                               -2-

<PAGE>
     after the happening of any of the events described above had
     such share been converted immediately prior to the happening
     of  such  event.    An  adjustment  made  pursuant  to  this
     provision shall become  effective retroactively with respect
     to conversions made  after the record date in the  case of a
     dividend, and  shall become effective on  the effective date
     in   the    case   of   a   subdivision,    combination   or
     reclassification.

               (3)  The  Corporation shall  at all  times reserve
     and  keep available  out  of its  authorized Common  Shares,
     solely for the purpose of issuance upon conversion of Series
     EE  Preferred  Shares as  herein  provided,  such number  of
     Common Shares as shall then be issuable  upon the conversion
     of all outstanding Series EE Preferred Shares.

               (4)  Fractional Common Shares shall not  be issued
     upon  conversion of  Series EE  Preferred Shares,  nor shall
     cash  adjustments be  made for  fractional shares  upon such
     conversion.

               (5)  For the  purposes of this  paragraph (e), the
     term "Common  Shares"  shall mean  (A)  the class  of  stock
     designated as the  Common Shares of  the Corporation on  the
     date this  Statement is  filed with  the  Iowa Secretary  of
     State,  or  (B) any  other  class  of stock  resulting  from
     successive   changes  or  reclassifications  of  such  class
     consisting solely of a change in par value, or a change from
     no par value.

          (f)  Liquidation  - The amount payable upon each Series
EE  Preferred  Share  in  the   event  of  either  voluntary   or
involuntary liquidation shall be $100.00, plus a sum equal to the
amount of all accumulated and unpaid dividends thereon.


                               -3-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
     $6.00 Cumulative Convertible Voting Series F, Preferred
      Stock, without par value, Stated Value $100 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the board of directors
establishing and  designating  the $6.00  Cumulative  Convertible
Voting Series F  Preferred Stock and  fixing and determining  the
relative  rights and  preferences thereof  is attached  hereto as
Exhibit A and is made a part of this statement.

          3.   The aforesaid resolution was adopted on April  19,
1974.

          4.   The aforesaid resolution  was duly adopted by  the
board of directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and  affixed the seal of said  corporation this 19th day of
August, 1974.

                              TELEPHONE AND DATA SYSTEMS, INC.



[SEAL]                        By  /s/ K.C. August             
                                   --------------------------
                                       Vice President



                                  /s/ Herbert S. Wander       
                                   --------------------------
                                         Secretary

<PAGE>
STATE OF ILLINOIS   )
                    )    SS.
COUNTY OF COOK      )


          On this 19th  day of  August, A.D. 1974,  before me,  a
Notary  Public,  in  and  for said  county,  personally  appeared
Herbert S. Wander, who, being  by me duly sworn, did say  that he
is  the secretary of said  corporation, that the  seal affixed to
said instrument is  the seal  of said corporation  and that  said
instrument  was  signed   and  sealed  on  behalf  of   the  said
corporation by authority of  its board of directors and  the said
Herbert S.  Wander acknowledged the execution  of said instrument
to be  the voluntary  act  and deed  of  said corporation  by  it
voluntarily executed.

          IN WITNESS  WHEREOF, I  have hereunto  set my  hand and
seal the day and year before written.


                                                               
                              -------------------------------
                                           Notary Public

[Notarial Seal]



                               -2-

<PAGE>
                            EXHIBIT A
                           -----------


          RESOLVED,  that  pursuant  to  the  authority expressly
granted to and vested in the board of  directors of Telephone and
Data Systems,  Inc., an Iowa corporation  (the "Corporation"), by
the  Articles of  Incorporation,  the board  of directors  hereby
creates  and authorizes  the issuance  of a  sixth series  of the
preferred stock of the Corporation to consist originally of 3,000
shares and hereby fixes  the designations, powers and preferences
and the  qualifications, limitations  or restrictions thereof  as
follows:

          (a)  Designation  -  The designation  of  the preferred
stock  created  by  this  resolution shall  be  $6.00  Cumulative
Convertible Voting Series F Preferred Stock (hereinafter referred
to as "Series F Preferred Stock").  The Series F  Preferred Stock
shall have no par value but shall have a stated value of $100.

          (b)  Dividends - The holders  of the Series F Preferred
Stock shall be entitled  to receive, when and as declared  by the
board  of directors of the Corporation,  out of any assets of the
Corporation available  for dividends pursuant to the  laws of the
State  of Iowa, preferential dividends at the rate of six dollars
($6.00)  per annum per share.  The dividends, when payable, shall
be paid quarterly on the first days of March, June, September and
December  in each year, before any dividends shall be declared or
paid upon  or set apart for  the common stock of  the Company for
that  year.   Such dividends  upon the  Series F  Preferred Stock
shall be  cumulative from  the date of  issue thereof so  that if
dividends for any past dividend period at the rate of six dollars
($6.00)  per annum shall not  have been paid  thereon or declared
and  a   sum  sufficient  for  payment  thereof  set  apart,  the
deficiency shall be fully  paid or set apart before  any dividend
shall  be paid upon or set apart  for the common stock.  Provided
however, that no dividends shall be declared on the shares of any
series of preferred stock for any dividend period unless the full
dividend for all  prior dividend periods shall have been declared
or shall be  declared at the  same time upon all  preferred stock
outstanding  during  said  prior  dividend  periods, and  further
provided,  that no dividends shall  be declared on  the shares of
any  series of  preferred stock  unless a  dividend for  the same
period  shall be  declared at  the same  time upon  all preferred
stock outstanding during  said period in  like proportion to  the
dividend  rate upon such shares.  Whenever the full dividend upon
all  the preferred stock for all past dividend periods shall have
been  paid and  the full  dividend thereon  for the  then current
dividend  period shall  have  been paid  or  declared and  a  sum
sufficient for the payment thereof set apart,  dividends upon the
common stock may be declared by the board of directors out of the
remainder of the assets available therefor.

                               -3-

<PAGE>
          (c)  Redemption -  Commencing ten years  after the date
of issuance, the  Corporation may, at the option  of the board of
directors, redeem in any one  year up to twenty percent  (20%) of
the outstanding shares of  Series F Preferred Stock at a price of
$100 per share.

          Notice of  redemption shall be mailed to each holder of
Series F Preferred Stock to be redeemed not less than thirty (30)
days  prior to the date upon which  such stock is to be redeemed.
In case less than all of the outstanding Series F Preferred Stock
is to  be redeemed, the amount  to be redeemed and  the method of
effecting  such  redemption,  whether  by  lot  or  pro  rata  or
otherwise, may be determined by the board of directors.  If on or
before  the  redemption  date  named in  such  notice,  the funds
necessary  for such redemption shall  have been set  aside by the
Corporation so  as to be available  for payment on demand  to the
holders  of the Series F Preferred Stock so called for redemption
then,  notwithstanding  that  any  certificate of  the  Series  F
Preferred  Stock so  called  for redemption  shall not  have been
surrendered  for cancellation, the  dividends thereon shall cease
to accrue from and after the date of redemption so designated and
all  rights  with respect  to such  Series  F Preferred  Stock so
called for redemption, including any  right to vote or  otherwise
participate  in  the  determination  of  any  proposed  corporate
action,  shall forthwith  after  such redemption  date cease  and
determine, except only  the right  of the holder  to receive  the
redemption  price  therefor,  but  with interest  on  the  unpaid
dividends  calculated  only  until  the date  of  redemption  and
without any further interest whatsoever.  Stock redeemed pursuant
to  the  provisions  hereof  or  any  Series  F  Preferred  Stock
purchased or otherwise  acquired by the Corporation  shall not be
reissued but shall be cancelled and proceedings shall be taken in
the   manner  prescribed   by  statute   to  reduce   the  shares
accordingly.

          (d)  Voting  Rights  - The  holders  of  the shares  of
Series  F Preferred Stock shall be entitled  to one vote for each
share  of such stock  standing in the  name of the  holder on the
books of the Corporation and shall vote together with the holders
of  the  common stock  and  the holders  of  other series  of the
preferred stock of the Corporation as one class.

          (e)  Pre-emptive Rights  - No  holder of any  shares of
Series  F Preferred  Stock shall  have any  pre-emptive right  to
subscribe for or acquire additional shares  of the Corporation of
the  same or any  other class or  series, whether such  shares be
hereby or  hereafter  authorized;  and  no  holder  of  Series  F
Preferred  Stock shall have any  pre-emptive right to acquire any
shares which may be held in  the treasury of the Corporation; all
such  additional  or  treasury  shares  may  be   sold  for  such
consideration at  such time and to such  person or persons as the
board  of  directors  may from  time  to  time  determine, unless
otherwise  restricted   by  the   terms  of  this   statement  of
designations, powers and preferences.

                               -4-

<PAGE>

          (f)  Conversion -

               (1)  The  Series   F  Preferred  Stock   shall  be
     convertible into Common Stock  as hereinafter provided  and,
     when and  as so  converted,  such Series  F Preferred  Stock
     shall  be cancelled and retired and shall not be reissued as
     such.  

               (2)  Any holder of  the Series F  Preferred Stock,
     at  any time commencing immediately upon the issuance of the
     Series F Preferred Stock and terminating upon the expiration
     of ten years  from the  date of issuance,  may convert  such
     stock  into  full  shares  of   the  Common  Stock  of   the
     Corporation at the rate  of nine (9) shares of  Common Stock
     for  each share  of Series  F Preferred  Stock upon  90 days
     written notice.

               (3)  If two  quarterly dividends  are not paid  on
     the  Series F Preferred  Stock as provided  in paragraph (b)
     above,  and  such  dividends   remain  unpaid  for  30  days
     following the date on which  the most recent dividend should
     have  been paid, the holders of the Series F Preferred Stock
     may, within 60  days following  the date on  which the  most
     recent dividend  should have been  paid, convert all  or any
     part of the outstanding Series F Preferred Stock into Common
     Stock  of the  Corporation at  the rate  of $1.00  of Common
     Stock  for each  $1.00 of  Preferred Stock  being converted.
     For purposes of determining  the conversion ratio under this
     paragraph (f)(3) only, the Series F Preferred Stock shall be
     deemed  to have  a value  of $100  per share and  the Common
     Stock of the  Corporation shall  be deemed to  have a  value
     equal to the average  of the midpoint between the  "bid" and
     "asked" quotations for such Common Stock for the thirty (30)
     market  days immediately prior to the date on which the most
     recent dividend should have been paid.  In no event however,
     (i) shall  there be issued  upon such  conversion more  than
     twenty-five  (25) shares of  Common Stock for  each share of
     Series  F  Preferred  Stock  so  converted  and  (ii)  shall
     conversion  of any  share  of Series  F  Preferred Stock  be
     effected  after the expiration of ten years from the date of
     issuance thereof.

               (4)  On   presentation   and   surrender  to   the
     Corporation at its offices of the certificates for shares of
     the  Series F Preferred Stock to be converted, the holder of
     such stock shall be entitled to receive in exchange therefor
     certificates for shares of the fully paid and non-assessable
     Common Stock of  the Corporation at the  rate aforesaid, all
     under suitable regulations to be prescribed by  the board of
     directors  of  the  Corporation.   Conversion  of  Series  F
     Preferred Stock in the manner aforesaid shall not affect the
     right  of the  holder  of such  stock  to receive  dividends
     accrued but unpaid on such shares as of the dividend payment
     date immediately prior to conversion.

                               -5-

<PAGE>
               (5)  The  number of  shares  of Common  Stock into
     which each share of Series F Preferred Stock is convertible,
     shall  be  subject to  adjustment from  time  to time  as in
     subparagraphs (A) and (B) of this paragraph (f)(2):

               (A)  In  case  the  Corporation  shall  (1) pay  a
          dividend  on   its  Common  Stock  in   shares  of  the
          Corporation,  (2)  subdivide  its   outstanding  Common
          Stock, (3) combine the  outstanding Common Stock into a
          smaller   number   of   shares,   or   (4)   issue   by
          reclassification of its Common Stock  (whether pursuant
          to a  merger or consolidation or  otherwise) any shares
          of the  Corporation, then the  holder of each  share of
          Series F  Preferred Stock shall be  entitled to receive
          upon the conversion of such share, the number of shares
          of the Corporation which  he would have owned or  would
          have been  entitled to  receive after the  happening of
          any of the events  described above had such  share been
          converted immediately  prior to  the happening of  such
          event.   An adjustment made pursuant  to this provision
          shall  become effective  on the  effective date  in the
          case of a subdivision, combination or reclassification.

               (B)  No adjustment in the conversion rate shall be
          required  unless  such   adjustment  would  require  an
          increase or decrease in such rate of at least one-tenth
          of   a  common  share;   provided,  however,  that  any
          adjustments which  by reason  of this  subparagraph (B)
          are  not required to  be made shall  be carried forward
          and taken into account by any subsequent adjustment.

               (6)  The  Corporation shall  at all  times reserve
     and keep available out of its authorized Common Stock solely
     for the purpose of issue upon conversion of shares of Series
     F Preferred Stock as herein  provided, such number of shares
     of  Common  Stock  as  shall  then   be  issuable  upon  the
     conversion of  all outstanding shares of  Series F Preferred
     Stock.

               (7)  Fractional shares  of Common Stock  shall not
     be  issued upon conversion  of Series F  Preferred Stock nor
     shall cash  adjustments be  made for fractional  shares upon
     such conversion.

               (8)  For the purposes  of this paragraph  (f), the
     term "Common  Stock"  shall  mean  (A) the  class  of  stock
     designated as  the Common  Stock of the  Corporation at  the
     date of these Restated Articles of Incorporation, or (B) any
     other class  of stock  resulting from successive  changes or
     reclassifications of such Common Stock consisting solely  of
     change  in par value, or from par  value to no par value, or
     from no par value to par value.


                               -6-

<PAGE>

          (g)  Liquidation  Rights   -  In   the  event   of  any
liquidation,  dissolution or  winding up  of the  affairs  of the
Corporation, whether voluntary or involuntary, the holders of the
Series  F Preferred Stock shall be entitled, before any assets of
the  Corporation shall be distributed  among or paid  over to the
holders of the common stock, to  receive out of the assets of the
Company $100.00 per share  of Series F Preferred Stock.   If upon
any such dissolution,  liquidation or winding  up, the assets  of
the  Corporation available  for payment  to stockholders  are not
sufficient to make payment in full to the holders of the Series F
Preferred Stock, payment shall be made to such holders ratably in
accordance with the number  of shares held  by them and, in  case
there shall then be more  than one series of the  Preferred Stock
outstanding  at  that  time,   ratably  in  accordance  with  the
respective  distributive amount  to which  such holders  shall be
entitled.



                               -7-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
            $7.00 Cumulative, Convertible, Redeemable
              and Voting Series FF Preferred Shares,
        without par value, Stated Value $100.00 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing and designating  the $7.00 Cumulative,  Convertible,
Redeemable  and Voting Series FF Preferred  Shares and fixing and
determining  the  relative  rights  and  preferences  thereof  is
attached  hereto  as  Exhibit  A  and is  made  a  part  of  this
statement.

          3.   The aforesaid resolution  was duly adopted  by the
Board  of Directors  of TELEPHONE  AND DATA  SYSTEMS, INC.  as of
November 9, 1989.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and affixed the seal of this corporation as of the 14th day
of November, 1989.

                              TELEPHONE AND DATA SYSTEMS, INC.


                               /s/ LeRoy T. Carlson              
                              --------------------------------
                              Name:  LeRoy T. Carlson
                              Title: Chairman

                               /s/ Michael G. Hron               
                              --------------------------------
                              Name:  Michael G. Hron
                              Title: Secretary

<PAGE>
                                                        Exhibit A
                                                       ----------

         STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
                                OF
            $7.00 CUMULATIVE, CONVERTIBLE, REDEEMABLE
              AND VOTING SERIES FF PREFERRED SHARES
             ---------------------------------------

          RESOLVED,  that  pursuant  to the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation by the Articles  of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally of  Fourteen Thousand Forty-Five  (14,045) shares  and
hereby  fixes  the  designation   and  the  relative  rights  and
preferences thereof as follows:

          (a)  Designation  - The  designation of  the  series of
Preferred  Shares  created by  this  resolution  shall be  "$7.00
Cumulative,   Convertible,  Redeemable   and  Voting   Series  FF
Preferred  Shares" (hereinafter  referred  to as  the "Series  FF
Preferred Shares").  The Series FF Preferred Shares shall have no
par value but shall have a stated value of $100.00 per share.

          (b)  Dividends  -  The  rate of  dividend  payable upon
Series  FF  Preferred Shares  shall be  seven and  no/100 dollars
($7.00) per share  per annum.   Such dividends  shall be  payable
quarterly  and shall be cumulative from and commence to accrue on
the date of issuance.

          (c)  Redemption - 

               (1)  Commencing  on  the sixteenth  anniversary of
     the  date  of  issuance  and terminating  on  the  twentieth
     anniversary of the date of issuance, the Corporation may, at
     its  option, on  each  anniversary of  the date  of issuance
     redeem up to  twenty percent (20%) of the  originally issued
     and outstanding  Series FF Preferred Shares  for $100.00 per
     share plus  an amount  equal to  all accumulated  and unpaid
     dividends thereon.  Prior  to such sixteenth anniversary and
     after such  twentieth anniversary,  the Series  FF Preferred
     Shares shall not be redeemable.

               (2)  Notice  of an  election under  the redemption
     provision in  subparagraph (1)  above shall be  delivered to
     each  holder of Series FF Preferred Shares to be redeemed at
     the address appearing  on the records of the Corporation not
     less than thirty (30) days prior to the date upon which such
     stock  is to be  redeemed.  If, on  or before the redemption
     date specified in such notice, the funds necessary for  such
     redemption shall have been  set aside by the Corporation  so
     as to be  available for payment on  demand to the  holder of
     Series FF  Preferred Shares  so called for  redemption, then
     notwithstanding that any certificate representing Series FF 
                               -1-

<PAGE>
Preferred Shares  so called for  redemption shall  not have  been
surrendered for  cancellation, the dividends thereon  shall cease
to  accrue  from  and  after  the  date  of  such  redemption  so
specified,  and  all  rights  with  respect  to  such  Series  FF
Preferred Shares so called for redemption, including any right to
vote  or  otherwise  participate  in  the  determination  of  any
proposed  corporate  action,  shall  terminate at  the  close  of
business  on such redemption date,  except only the  right of the
holder  to receive  the  redemption price  therefor, but  without
interest.

          (d)  Voting Rights - 

               (1)  With respect  to all matters, each  holder of
     Series FF Preferred Shares shall be entitled to one vote for
     each share of such stock standing  in the name of the holder
     on the books of the Corporation.

               (2)  With  respect to  the election  of directors,
     the holders of  Series FF Preferred Shares shall  have class
     voting rights (voting together with the holders of (i) other
     Preferred Shares that are entitled  to vote thereon and that
     were issued after October 31, 1981, and (ii) Series A Common
     Shares) to the extent provided in Article IV of the Articles
     of Incorporation of the Corporation.

          (e)  Conversion -  

               (1)  Commencing upon issuance  and terminating  at
     the   close  of  business  on   the  day  before  the  tenth
     anniversary of the date of issuance, each outstanding Series
     FF Preferred Share may be converted, upon fifteen (15) days'
     written notice, into four  and one-half (4.5) Common Shares.
     On  presentation and  surrender  to the  Corporation at  its
     offices  of  the  certificate  representing  the  Series  FF
     Preferred Shares  to be converted, the  holder thereof shall
     be entitled to receive in exchange therefor certificates for
     the  fully  paid and  non-assessable  Common  Shares of  the
     Corporation  at  the  rate  aforesaid,  all  under  suitable
     regulations to  be prescribed by  the board of  directors of
     the Corporation.   Conversion of Series  FF Preferred Shares
     in  the manner aforesaid shall  not affect the  right of the
     converting holder  thereof to receive  dividends accrued but
     unpaid thereon  as of the dividend  payment date immediately
     prior to conversion.

               (2)  The number of Common  Shares into which  each
     Series FF Preferred Share is convertible shall be subject to
     adjustment  from time to time.  In the event the Corporation
     shall (i) pay  a dividend  on its Common  Shares (in  Common
     Shares of the Corporation) of more than 20% of the number of
     outstanding  Common Shares,  (ii) subdivide  its outstanding
     Common Shares, (iii)  combine the outstanding Common  Shares
     into a smaller number of shares or (iv) issue by 

                               -2-

<PAGE>
     reclassification of its Common Shares (whether pursuant to a
     merger  or consolidation  or  otherwise) any  shares of  the
     Corporation,  then the  holder of  each Series  FF Preferred
     Share shall be  entitled to receive, upon  the conversion of
     such share, the number of shares of the Corporation which he
     would have  owned or  would  have been  entitled to  receive
     after the happening of any of the events described above had
     such share been converted immediately prior to the happening
     of  such  event.    An  adjustment  made  pursuant  to  this
     provision shall become  effective retroactively with respect
     to conversions made after  the record date in the case  of a
     dividend, and  shall become effective on  the effective date
     in    the   case   of    a   subdivision,   combination   or
     reclassification.

               (3)  The  Corporation shall  at all  times reserve
     and  keep available  out  of its  authorized Common  Shares,
     solely for the purpose of issuance upon conversion of Series
     FF  Preferred  Shares as  herein  provided,  such number  of
     Common  Shares as shall then be issuable upon the conversion
     of all outstanding Series FF Preferred Shares.

               (4)  Fractional Common Shares shall not  be issued
     upon  conversion of  Series FF  Preferred Shares,  nor shall
     cash  adjustments be  made for  fractional shares  upon such
     conversion.

               (5)  For purposes of this  paragraph (e), the term
     "Common Shares" shall mean (A) the class of stock designated
     as the Common  Shares of  the Corporation on  the date  this
     Statement  is filed with the Iowa Secretary of State, or (B)
     any other  class of stock resulting  from successive changes
     or reclassifications  of such  class consisting solely  of a
     change in par value, or a change from no par value.

          (f)  Liquidation - The amount payable upon each  Series
FF   Preferred  Share  in  the  event   of  either  voluntary  or
involuntary liquidation shall be $100.00, plus a sum equal to the
amount of all accumulated and unpaid dividends thereon.


                               -3-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
     $7.00 Cumulative Convertible Voting Series G, Preferred
      Stock, without par value, Stated Value $100 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the board of directors
establishing and  designating  the $7.00  Cumulative  Convertible
Voting Series G  Preferred Stock and  fixing and determining  the
relative  rights and  preferences thereof  is attached  hereto as
Exhibit A and is made a part of this statement.

          3.   The  aforesaid resolution  was adopted  on October
26, 1974.

          4.   The aforesaid resolution  was duly adopted by  the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and affixed  the seal of  said corporation this 4th  day of
November, 1974.

                              TELEPHONE AND DATA SYSTEMS, INC.



[SEAL]                        By  /s/ LeRoy T. Carlson        
                                   ---------------------------
                                        President



                                  /s/ Herbert S. Wander       
                                   ---------------------------
                                         Secretary

<PAGE>
STATE OF ILLINOIS   )
                    )    SS.
COUNTY OF COOK      )


          On  this 4th day of November, 1974, before me, a Notary
Public, in  and for said  county, personally appeared  Herbert S.
Wander,  who, being  by me  duly sworn,  did say  that he  is the
secretary  of  said corporation,  that the  seal affixed  to said
instrument  is  the  seal  of  said  corporation  and  that  said
instrument  was  signed   and  sealed  on  behalf  of   the  said
corporation by authority of  its Board of Directors and  the said
Herbert S.  Wander acknowledged the execution  of said instrument
to be the voluntary act and deed of said corporation.

          IN  WITNESS WHEREOF,  I have  hereunto set my  hand and
seal the day and year before written.


                                     /s/  Charlene  Anderson     
                              --------------------------------
                                           Notary Public

[NOTARIAL SEAL]



                               -2-

<PAGE>
                            EXHIBIT A
                           -----------


          RESOLVED,  that  pursuant  to  the  authority expressly
granted to and vested in the Board of  Directors of Telephone and
Data Systems,  Inc., an Iowa corporation  (the "Corporation"), by
the  Articles of  Incorporation,  the Board  of Directors  hereby
creates  and authorizes the issuance  of a seventh  series of the
preferred stock of the Corporation to consist originally of 1,368
shares and hereby fixes  the designations, powers and preferences
and the  qualifications, limitations  or restrictions thereof  as
follows:

          (a)  Designation  -  The designation  of  the preferred
stock  created  by  this  resolution shall  be  $7.00  Cumulative
Convertible Voting Series G Preferred Stock (hereinafter referred
to as "Series G Preferred Stock").  The Series G  Preferred Stock
shall have no par value but shall have a stated value of $100.

          (b)  Dividends - The holders  of the Series G Preferred
Stock shall be entitled  to receive, when and as declared  by the
Board  of Directors of the Corporation,  out of any assets of the
Corporation available  for dividends pursuant to the  laws of the
State  of  Iowa,  preferential dividends  at  the  rate  of seven
dollars  ($7.00)  per  annum  per share.    The  dividends,  when
payable,  shall be  paid quarterly  on the  first days  of March,
June,  September and December in each  year, before any dividends
shall be  declared or paid upon or set apart for the common stock
of  the Company for that year.   Such dividends upon the Series G
Preferred  Stock  shall be  cumulative  from  the date  of  issue
thereof so that if dividends for  any past dividend period at the
rate of seven dollars ($7.00) per annum  shall not have been paid
thereon  or declared and a sum sufficient for payment thereof set
apart, the deficiency shall be fully paid or set apart before any
dividend shall  be paid upon or  set apart for  the common stock.
Provided  however, that  no  dividends shall  be declared  on the
shares of any series  of preferred stock for any  dividend period
unless the  full dividend  for all  prior dividend periods  shall
have been declared or shall be declared at the same time upon all
preferred  stock outstanding during  said prior dividend periods,
and  further provided, that no dividends shall be declared on the
shares of any series of preferred stock unless a dividend for the
same period shall be declared at the same time upon all preferred
stock outstanding during  said period in  like proportion to  the
dividend  rate upon such shares.  Whenever the full dividend upon
all  the preferred stock for all past dividend periods shall have
been  paid and  the full  dividend thereon  for the  then current
dividend  period shall  have  been paid  or  declared and  a  sum
sufficient for the payment thereof set apart,  dividends upon the
common stock may be declared by the Board of Directors out of the
remainder of the assets available therefor.

                               -3-

<PAGE>
          (c)  Redemption -  Commencing ten years  after the date
of issuance, the  Corporation may, at the option  of the Board of
Directors,  redeem  in  any  one year  all  or  any  part of  the
outstanding shares of Series G Preferred Stock at a price of $100
per share.

          Notice of  redemption shall be mailed to each holder of
Series G Preferred Stock to be redeemed not less than thirty (30)
days prior  to the date upon  which the stock is  to be redeemed.
In case less than all of the outstanding Series G Preferred Stock
is to  be redeemed, the amount  to be redeemed and  the method of
effecting  such  redemption,  whether  by  lot  or  pro  rata  or
otherwise, may be determined by the Board of Directors.  If on or
before  the  redemption  date  named in  such  notice,  the funds
necessary  for such redemption shall  have been set  aside by the
Corporation so  as to be available  for payment on demand  to the
holders  of the Series G Preferred Stock so called for redemption
then,  notwithstanding  that  any  certificate of  the  Series  G
Preferred  Stock so  called  for redemption  shall not  have been
surrendered  for cancellation, the  dividends thereon shall cease
to accrue from  and after  the date of  redemption so  designated
and all rights with  respect to such Series G Preferred  Stock so
called for redemption, including any  right to vote or  otherwise
participate  in  the  determination  of  any  proposed  corporate
action,  shall forthwith  after  such redemption  date cease  and
determine, except only  the right  of the holder  to receive  the
redemption  price  therefor,  but  with interest  on  the  unpaid
dividends  calculated  only  until  the date  of  redemption  and
without any further interest whatsoever.  Stock redeemed pursuant
to  the  provisions  hereof  or  any  Series  G  Preferred  Stock
purchased or otherwise  acquired by the Corporation  shall not be
reissued but shall be cancelled and proceedings shall be taken in
the   manner  prescribed   by  statute   to  reduce   the  shares
accordingly.

          (d)  Voting  Rights  - The  holders  of  the shares  of
Series  G Preferred Stock shall be entitled  to one vote for each
share  of such stock  standing in the  name of the  holder on the
books of the Corporation and shall vote together with the holders
of  the  common stock  and  the holders  of  other series  of the
preferred stock of the Corporation as one class.

          (e)  Pre-emptive Rights  - No  holder of any  shares of
Series  G Preferred  Stock shall  have any  pre-emptive right  to
subscribe for or acquire additional shares  of the Corporation of
the  same or any  other class or  series, whether such  shares be
hereby or  hereafter  authorized;  and  no  holder  of  Series  G
Preferred  Stock shall have any  pre-emptive right to acquire any
shares which may be held in  the treasury of the Corporation; all
such  additional  or  treasury  shares  may  be   sold  for  such
consideration at  such time and to such  person or persons as the
Board  of  Directors  may from  time  to  time  determine, unless
otherwise  restricted   by  the   terms  of  this   statement  of
designations, powers and preferences.


                               -4-

<PAGE>
          (f)  Conversion -

               (1)  The  Series  G   Preferred  Stock  shall   be
     convertible into Common  Stock as hereinafter provided  and,
     when and  as  so converted,  such Series  G Preferred  Stock
     shall  be cancelled and retired and shall not be reissued as
     such.  

               (2)  Any holder  of the Series G  Preferred Stock,
     at any time commencing immediately upon the issuance  of the
     Series G Preferred Stock and terminating upon the expiration
     of ten years  from the  date of issuance,  may convert  such
     stock  into  full   shares  of  the  Common   Stock  of  the
     Corporation at the rate  of nine (9) shares of  Common Stock
     for  each share  of Series  G Preferred  Stock upon  90 days
     written notice.

               (3)  On   presentation   and   surrender  to   the
     Corporation at its offices of the certificates for shares of
     the  Series G Preferred Stock to be converted, the holder of
     such stock shall be entitled to receive in exchange therefor
     certificates for shares of the fully paid and non-assessable
     Common Stock of the Corporation  at the rate aforesaid,  all
     under suitable regulations to be prescribed by the Board  of
     Directors  of  the  Corporation.   Conversion  of  Series  G
     Preferred Stock in the manner aforesaid shall not affect the
     right  of  the holder  of  such stock  to  receive dividends
     accrued but unpaid on such shares as of the dividend payment
     date immediately prior to conversion.

               (4)  The number  of shares  of  Common Stock  into
     which each share of Series G Preferred  Stock is convertible
     shall  be  subject to  adjustment from  time  to time  as in
     subparagraphs (A) and (B) of this paragraph (f)(4):

               (A)  In  case  the  Corporation  shall  (1)  pay a
          dividend  on   its  Common  Stock  in   shares  of  the
          Corporation,  (2)  subdivide  its   outstanding  Common
          Stock, (3) combine the  outstanding Common Stock into a
          smaller   number   of   shares,   or   (4)   issue   by
          reclassification of its Common Stock  (whether pursuant
          to a  merger or consolidation or  otherwise) any shares
          of the  Corporation, then the  holder of each  share of
          Series G  Preferred Stock shall be  entitled to receive
          upon the conversion of such share, the number of shares
          of  the Corporation which he would  have owned or would
          have been  entitled to  receive after the  happening of
          any  of the events described  above had such share been
          converted immediately  prior to  the happening  of such
          event.   An adjustment made pursuant  to this provision
          shall  become effective  on the  effective date  in the
          case of a subdivision, combination or reclassification.


                               -5-

<PAGE>
               (B)  No adjustment in the conversion rate shall be
          required  unless  such  adjustment  would   require  an
          increase or decrease in such rate of at least one-tenth
          of  a  common   share;  provided,  however,  that   any
          adjustments which  by reason  of this subparagraph  (B)
          are not required  to be made  shall be carried  forward
          and taken into account by any subsequent adjustment.

               (5)  The  Corporation shall  at all  times reserve
     and keep available out of its authorized Common Stock solely
     for the purpose of issue upon conversion of shares of Series
     G Preferred Stock  as herein provided, such number of shares
     of  Common  Stock  as  shall   then  be  issuable  upon  the
     conversion of  all outstanding shares of  Series G Preferred
     Stock.

               (6)  Fractional  shares of Common  Stock shall not
     be issued upon  conversion of Series  G Preferred Stock  nor
     shall cash  adjustments be  made for fractional  shares upon
     such conversion.

               (7)  For the  purpose of this  paragraph (f),  the
     term  "Common  Stock"  shall  mean (A)  the  class  of stock
     designated  as the  Common Stock of  the Corporation  at the
     date of  these Amended Articles of Incorporation, or (B) any
     other class  of stock  resulting from successive  changes or
     reclassifications of such Common Stock consisting  solely of
     change in par  value, or from par value to  no par value, or
     from no par value to par value.

          (g)  Liquidation   Rights  -   In  the  event   of  any
liquidation, dissolution  or  winding up  of the  affairs of  the
Corporation, whether voluntary or involuntary, the holders of the
Series  G Preferred Stock shall be entitled, before any assets of
the  Corporation shall be distributed  among or paid  over to the
holders of the common stock, to receive out of the  assets of the
Company $100 per share of Series  G Preferred Stock.  If upon any
such  dissolution, liquidation or  winding up, the  assets of the
Corporation  available  for  payment  to   stockholders  are  not
sufficient to make payment in full to the holders of the Series G
Preferred Stock, payment shall be made to such holders ratably in
accordance with the  number of shares held  by them and,  in case
there shall then  be more than one series of  the Preferred Stock
outstanding  at  that  time,   ratably  in  accordance  with  the
respective  distributive amount  to which  such holders  shall be
entitled.


                               -6-

<PAGE>
                      ARTICLES OF AMENDMENT
                                TO
                    ARTICLES OF INCORPORATION
                                OF
                 TELEPHONE AND DATA SYSTEMS, INC.

==============================================================

         Statement of Designation of Preference and Right
                                of
        $5.00 Cumulative Convertible and Redeemable Voting
          Series GG Preferred Shares, without par value,
                  Stated Value $100.00 Per Share

==============================================================


          1.   The name of the  corporation is Telephone and Data
Systems, Inc.

          2.   A copy of the resolution of the Board of Directors
establishing and designating the $5.00 Cumulative Convertible and
Redeemable  Voting  Series GG  Preferred  Shares  and fixing  and
determining  the  relative  rights  and  preferences  thereof  is
attached  hereto as  Exhibit  A  and  is  made  a  part  of  this
statement.

          3.   The aforesaid  resolution was adopted as  of April
18, 1990.

          4.   The  aforesaid resolution was adopted by the Board
of  Directors of TELEPHONE AND DATA SYSTEMS, INC.  No shareholder
vote was required.

          IT  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and  affixed the seal of  this corporation this  3rd day of
May, 1990.

                              TELEPHONE AND DATE SYSTEMS, INC.


                              By:  /s/ LeRoy T. Carlson      
                                   --------------------------
                                   LeRoy T. Carlson, Chairman


                              By:  /s/ Michael G. Hron       
                                   --------------------------
                                   Michael G. Hron, Secretary

Subscribed and sworn to before
me this 3rd day of May, 1990



/s/ Marian Armbruster        
----------------------------
          Notary Public

<PAGE>
                                                        Exhibit A

       STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
                 $5.00 CUMULATIVE CONVERTIBLE AND
           REDEEMABLE VOTING SERIES GG PREFERRED SHARES


          RESOLVED,  that  pursuant  to  the  authority expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation by the Articles  of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally  of Forty-Eight Thousand  (48,000) shares,  and hereby
fixes  the designation  and the  relative rights  and preferences
thereof as follows:

          (a)  Designation.   The designation  of  the series  of
Preferred  Shares  created by  this  resolution  shall be  "$5.00
Cumulative Convertible  and Redeemable Voting Series GG Preferred
Shares"  (hereinafter referred  to  as the  "Series GG  Preferred
Shares").  The Series GG Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.

          (b)  Dividends.  Each  holder of a  share of Series  GG
Preferred  Shares shall be entitled  to receive, when,  as and if
declared by the board of directs of the Corporation, out of funds
of  the  Corporation   legally  available  therefor,   cumulative
dividends  during  each  fiscal   quarter  that  such  Series  GG
Preferred Shares is outstanding  at a per annum dividend  rate of
five  dollars  ($5.00)  per  share.    Such  dividends  shall  be
cumulative  from and commence to  accrue on the  date of original
issuance of such Series GG Preferred Shares (the "Issue Date").

          (c)  Redemption.

               (1)   Unless the  Series GG Preferred  Shares have
been converted  or the Corporation  shall have received  prior to
the tenth  anniversary  of  the  Issue  Date  written  notice  of
election  to convert in accordance  with paragraph (e) hereof, on
or after  the tenth anniversary of the  Issue Date, the Series GG
Preferred  Shares shall be redeemable,  in whole or  in part from
time-to-time,  at  the option  of  the  Corporation, upon  giving
notice as provided in subparagraph (C)(2) hereof, at a redemption
price (the "Redemption Price") equal to the product of the number
of Series GG Preferred Shares called for redemption times the sum
of  (A)  $100.00  per Series  GG  Preferred  Share  plus (B)  all
dividends accrued  and unpaid  thereon through the  date set  for
redemption (the "Redemption Date"); provided, however, that prior
to  the twelfth  anniversary of  the Issue  Date the  Corporation
shall  have   redeemed  all   the  Series  GG   Preferred  Shares
outstanding.  The Redemption Price payable on any Redemption Date
shall be payable, at  the option of Corporation, (x)  in cash (by
certified check) or (y) by the  issuance of Common Shares of  the
Corporation to the record holder of such Series GG Preferred 
                               -2-

<PAGE>
Shares  being redeemed.  In the event that the Corporation elects
to pay the  Redemption Price  by issuing its  Common Shares,  the
number  of Common Shares to  be issued shall  be calculated based
upon the closing price on the American Stock Exchange (or, if the
Corporation's Common Shares are not listed on  the American Stock
Exchange on the first trading day immediately preceding the  date
notice is  given, the closing price of  such Common Shares on (in
order if more than one applies) any national securities exchange,
any regional  securities exchange,  the highest bid  price quoted
through  the National Association of Securities Dealers Automated
Quotation  System or the highest bid price reported by dealers in
the over-the-counter market) of  the Corporation's Common  Shares
on  the first trading day immediately preceding the date that the
notice of redemption is mailed to record holders.

               (2)   Notice of  an election under  the redemption
provision in subparagraph (c)(1) above  shall be mailed (by first
class, postage prepaid)  to each  holder of  Series GG  Preferred
Shares  to be redeemed at the address appearing on the records of
the  Corporation  not less  than thirty  (30)  days prior  to the
Redemption Date.  If  on or before the Redemption  Date specified
in such  notice, the  funds necessary  for such  redemption shall
have been  set aside by the Corporation so as to be available for
payment to the holder of Series GG Preferred Shares so called for
redemption  upon  such  holder's  surrender  of  such  Series  GG
Preferred Shares to the  Corporation, then, notwithstanding  that
any certificate representing Series GG Preferred Shares so called
for redemption shall not  have been surrendered for cancellation,
the  dividends thereon shall cease  to accrue from  and after the
Redemption  Date, and all rights  with respect to  such Series GG
Preferred Shares so called for redemption, including any right to
vote  or  otherwise  participate,  in the  determination  of  any
proposed  corporate  action,  shall  terminate at  the  close  of
business  on such Redemption Date,  except only the  right of the
holder  to receive  the  Redemption Price  therefor, but  without
interest.  

               (3)  Each such notice of redemption shall state:

                    (A)  the Redemption Date;

                    (B)  the number of Series GG Preferred Shares
to be  redeemed and,  if less  than all the  shares held  by such
holder are to be redeemed from such  holder, the number of shares
to be redeemed from such holder;

                    (C)   whether  the Redemption  Price  will be
paid in cash (by  certified check) or by  the issuance of  Common
Shares of the  Corporation, and, if payment is to  be made by the
issuance  of Common  Shares, the  number of  Common Shares  to be
issued to such holder;


                               -3-

<PAGE>
                    (D)   the place where  certificates for  such
shares are to be surrendered for payment of the Redemption Price;
and

                    (E)    that dividends  on  the  shares to  be
redeemed shall cease to accrue on such Redemption Date.

          On or after  the Redemption Date each  holder of shares
of  Series GG Preferred Shares  to be redeemed  shall present and
surrender his certificate or certificates for such shares  to the
Corporation  at the place designated in such notice and thereupon
the Redemption  Price of such shares  shall be paid to  or on the
order of the  person whose  name appears on  such certificate  or
certificates   as  the   owner  thereof   and  each   surrendered
certificate  shall  be cancelled.   In  case  fewer than  all the
shares  represented  by  such  certificate are  redeemed,  a  new
certificate shall be  issued representing the  unredeemed shares.
From and after the Redemption Date  (unless the Corporation shall
default  in payment of the Redemption Price) all dividends on the
shares of Series GG Preferred Shares designated for redemption in
such notice shall cease to accrue,  and all rights of the holders
thereof as shareholders  of the Corporation, except  the right to
receive the Redemption Price  thereof, without interest, upon the
surrender of certificates representing  the same, shall cease and
terminate  and such  shares shall  not thereafter  be transferred
(except with the consent  of the Corporation) on the books of the
Corporation and such shares shall not be deemed to be outstanding
for any purpose whatsoever.

          (d)  Voting Rights.  

               (1)  With respect to  all matters, each holder  of
Series GG Preferred Shares shall be entitled to one vote for each
share of  such stock standing  in the name  of the holder  on the
books of the Corporation.

               (2)   With respect  to the election  of directors,
the holders of Series GG Preferred Shares shall have class voting
rights  (voting together with the  holders of (i) other Preferred
Shares that are  entitled to  vote thereon and  that were  issued
after October 31, 1981,  and (ii) Series A Common  Shares) to the
extent provided in Article IV of the Articles of Incorporation of
the Corporation.

          (e)  Conversion.

               (1)     Commencing   upon  the   Issue   Date  and
terminating at the close  of business on the day before the tenth
anniversary  of  the  Issue   Date,  the  outstanding  Series  GG
Preferred  Shares may be converted at any time, upon fifteen (15)
days' written  notice mailed to the Corporation  (by first class,
postage  prepaid), into  2.3  Common Shares  for  each Series  GG
Preferred  Share.     On   presentation  and  surrender   of  the
certificate(s) representing the Series GG Preferred Shares to be 

                               -4-

<PAGE>
converted  to the Corporation at its  offices, the holder thereof
shall be  entitled to  receive in exchange  therefor certificates
for  the  fully paid  and  nonassessable  Common  Shares  of  the
Corporation at the rate aforesaid, all under suitable regulations
to  be prescribed by the  board of directors  of the Corporation.
Conversion of Series GG Preferred Shares in the manner  aforesaid
shall  not affect the right  of the converting  holder thereof to
receive dividends accrued  but unpaid thereon as  of the dividend
payment date immediately  prior to  the date  of conversion  (the
"Conversion Date").

               (2)   The number of  Common Shares into which each
Series GG  Preferred Shares  is convertible  shall be  subject to
adjustment from  time to time as set forth in clauses (A) and (B)
of this subparagraph (2):  

                    (A)   In the event the  Corporation shall (i)
pay a dividend on its Common Shares in shares of the Corporation,
(ii) subdivide  its outstanding Common Shares,  (iii) combine the
outstanding Common Shares into a smaller number of shares or (iv)
issue by reclassification of  its Common Shares (whether pursuant
to  a merger  or consolidation  or otherwise)  any shares  of the
Corporation,  then the holder  of each Series  GG Preferred Share
shall be entitled to  receive upon the conversion of  such share,
the number of shares of the Corporation which he would have owned
or would have been entitled to receive after the happening of any
of  the  events described  above  had such  share  been converted
immediately  prior to the happening of such event.  An adjustment
made   pursuant  to   this   provision  shall   become  effective
retroactively with  respect to conversions made  after the record
date in the case of a dividend, and shall become effective on the
effective date  in  the case  of  a subdivision,  combination  or
reclassification.

                    (B)  No  adjustment  in  the conversion  rate
shall  be  required  unless  such  adjustment  would  require  an
increase or decrease in such rate of at least one-tenth (1/10) of
a  Common Share; provided, however, that any adjustments which by
reason of  this clause (B) are  not required to be  made shall be
carried  forward  and  taken   into  account  in  any  subsequent
adjustment.

               (3)   The Corporation  shall at all  times reserve
and keep  available out of  its authorized Common  Shares, solely
for  the  purpose  of  issuance  upon  conversion  of  Series  GG
Preferred Shares as herein provided, such number of Common Shares
as  shall then be issuable upon the conversion of all outstanding
Series GG Preferred Shares.

               (4)  Fractional Common  Shares shall not be issued
upon  conversion of  Series GG Preferred  Shares, nor  shall cash
adjustments be made for fractional shares upon such conversion.


                               -5-

<PAGE>
               (5)  For purposes of this paragraph (e),  the term
"Common Shares" shall mean  (A) the class of stock  designated as
the Common Shares of  the Corporation on the date  this Statement
is filed with the Iowa Secretary of State, or (B) any other class
of stock resulting from  successive changes or  reclassifications
of such  class consisting solely of  a change in par  value, or a
change from no par value to par value.

               (6)  Each such notice of conversion shall state:

                    (A)  The  Conversion Date (which  shall be at
least fifteen (15) days subsequent to the date of mailing of such
notice); and

                    (B)  The number of Series GG Preferred Shares
to be converted, if less than all the shares held by such holder.

                    The holder shall  deliver his  certificate(s)
representing  such Series GG Preferred Shares  to be converted to
the Corporation with  the notice  of conversion.   In case  fewer
than  all   the  shares  represented  by   such  certificate  are
converted,  a new  certificate shall  be issued  representing the
unconverted shares.  From and  after the Conversion Date  (unless
the Corporation shall default in issuing the Common Shares on the
Conversion  Date)  all  dividends on  such  shares  of  Series GG
Preferred  Shares shall cease to accrue and such shares shall not
be outstanding for any purpose whatsoever.

          (f)  Preference  Value  in  Liquidation.    The  amount
payable  upon each  Series GG  Preferred Shares  in the  event of
either voluntary  or involuntary  liquidation  shall be  $100.00,
plus  a sum  equal to  the amount  of all  dividends accrued  and
unpaid dividends thereon.




                               -6-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
      $7.00 Cumulative Convertible Voting Series H Preferred
      Stock, without par value, Stated value $100 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the board of directors
establishing and  designating  the $7.00  Cumulative  Convertible
Voting Series H  Preferred Stock and  fixing and determining  the
relative  rights and  preferences thereof  is attached  hereto as
Exhibit A and is made a part of this statement.

          3.   The aforesaid resolution  was adopted on September
5, 1975.

          4.   The aforesaid resolution  was duly adopted by  the
board of directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and  affixed the seal of said  corporation this 25th day of
September, 1975.

                              TELEPHONE AND DATA SYSTEMS, INC.



                              By  /s/ LeRoy T. Carlson, Jr.
                                 -----------------------------
                                 LeRoy T. Carlson, Jr., 
                                 Vice President



                                  /s/ Herbert S. Wander
                                 -----------------------------
                                 Herbert S. Wander, 
                                 Secretary

<PAGE>
STATE OF ILLINOIS   )
                    )    SS.
COUNTY OF COOK      )


          On  this 25th day of September, A.D. 1975, before me, a
Notary  Public,  in  and  for said  county,  personally  appeared
Herbert S. Wander, who, being  by me duly sworn, did say  that he
is  the secretary of said  corporation, that the  seal affixed to
said instrument is  the seal  of said corporation  and that  said
instrument  was  signed   and  sealed  on  behalf  of   the  said
corporation by authority of  its board of directors and  the said
Herbert S.  Wander acknowledged the execution  of said instrument
to be  the voluntary  act  and deed  of  said corporation  by  it
voluntarily executed.

          IN WITNESS  WHEREOF, I  have hereunto  set my  hand and
seal the day and year before written.


                                     /s/ Barbara Allison
                                   --------------------------
                                           Notary Public

[Notarial Seal]



                               -2-

<PAGE>
                            EXHIBIT A
                            ---------


          RESOLVED,  that  pursuant  to  the  authority expressly
granted to and vested in the Board of  Directors of Telephone and
Data Systems,  Inc., an Iowa corporation  (the "Corporation"), by
the  Articles of  Incorporation,  the Board  of Directors  hereby
creates  and authorizes the issuance  of an eighth  series of the
preferred stock of the Corporation to consist originally of 4,001
shares and hereby fixes  the designations, powers and preferences
and the  qualifications, limitations  or restrictions thereof  as
follows:

          (a)  Designation  -  The designation  of  the preferred
stock  created  by  this  resolution shall  be  $7.00  Cumulative
Convertible Voting Series H Preferred Stock (hereinafter referred
to as "Series H Preferred Stock").  The Series H  Preferred Stock
shall have no par value but shall have a stated value of $100.

          (b)  Dividends - The holders  of the Series H Preferred
Stock shall be entitled  to receive, when and as declared  by the
Board  of Directors of the Corporation,  out of any assets of the
Corporation available  for dividends pursuant to the  laws of the
State  of  Iowa,  preferential dividends  at  the  rate  of seven
dollars  ($7.00)  per  annum  per share.    The  dividends,  when
payable,  shall be  paid quarterly  on the  first days  of March,
June,  September and December in each  year, before any dividends
shall be  declared or paid upon or set apart for the common stock
of  the Company for that year.   Such dividends upon the Series H
Preferred  Stock  shall be  cumulative  from  the date  of  issue
thereof so that if dividends for  any past dividend period at the
rate of seven dollars ($7.00) per annum  shall not have been paid
thereon  or declared and a sum sufficient for payment thereof set
apart, the deficiency shall be fully paid or set apart before any
dividend shall  be paid upon or  set apart for  the common stock.
Provided, however,  that no dividends  shall be  declared on  the
shares of any series  of preferred stock for any  dividend period
unless the  full dividend  for all  prior dividend periods  shall
have been declared or shall be declared at the same time upon all
preferred  stock outstanding during  said prior dividend periods,
and  further provided, that no dividends shall be declared on the
shares of any series of preferred stock unless a dividend for the
same period shall be declared at the same time upon all preferred
stock outstanding during  said period in  like proportion to  the
dividend  rate upon such shares.  Whenever the full dividend upon
all  the preferred stock for all past dividend periods shall have
been  paid and  the full  dividend thereon  for the  then current
dividend  period shall  have  been paid  or  declared and  a  sum
sufficient for the payment thereof set apart,  dividends upon the
common stock may be declared by the Board of Directors out of the
remainder of the assets available therefor.



                               -3-

<PAGE>
          (c)  Redemption - 

               (1)  Unless the holder of Series H Preferred Stock
     elects not to have  his shares redeemed in  any one or  more
     years  in  accordance  with  this  paragraph  (c)(1)  by  so
     informing the Corporation  at any time  or times in  writing
     (which  election, if  made, shall  be irrevocable  and shall
     forever  bar  redemption of  the  Series  H Preferred  Stock
     except  in  accordance  with  the  provisions  of  paragraph
     (c)(2)),  the  Corporation  will  redeem  more  than  twenty
     percent  of the shares of Series H Preferred Stock then held
     by each holder of  Series H Preferred Stock at  an aggregate
     price of $119.06 per share on the anniversary of the date of
     issuance  of the Series  H Preferred Stock  in the following
     years:   1981, 1984,  1987  and 1989  through and  including
     1995.

               (2)  Beginning on the twenty-first  anniversary of
     the  date of issuance of  the Series H  Preferred Stock, the
     holders of Series H Preferred Stock shall have the right, at
     their option, to have  the Corporation redeem any or  all of
     the  outstanding shares  of Series  H Preferred  Stock at  a
     price of $100 per share.

               (3)  If,  on or  before the  applicable redemption
     date named  above, the  funds necessary for  such redemption
     shall have  been set aside  by the  Corporation so as  to be
     available for payment on demand to the holders of the Series
     H   Preferred  Stock   so   called  for   redemption,  then,
     notwithstanding  that  any  certificate   of  the  Series  H
     Preferred Stock so called for redemption shall not have been
     surrendered  for cancellation,  the dividends  thereon shall
     cease to accrue  from and  after the date  of redemption  so
     designated and  all rights  with respect  to  such Series  H
     Preferred  Stock so  called  for  redemption, including  any
     right to vote or  otherwise participate in the determination
     of any proposed corporate action, shall forthwith after such
     redemption date  cease and determine, except  only the right
     of the holder  to receive the redemption price therefor, but
     with interest on the  unpaid dividends calculated only until
     the  date of  redemption  and without  any further  interest
     whatsoever.  

               (4)  Stock   redeemed  pursuant  to   any  of  the
     provisions of paragraph (c) or any  Series H Preferred Stock
     purchased or otherwise acquired by the Corporation shall not
     be  reissued but shall be cancelled and proceedings shall be
     taken  in the  manner prescribed  by statute  to  reduce the
     shares accordingly.

          (d)  Voting  Rights  - The  holders  of  the shares  of
Series H Preferred Stock  shall be entitled to one  vote for each
share  of such stock  standing in the  name of the  holder on the
books of the Corporation and shall vote together with the holders

                               -4-

<PAGE>
of  the  common  stock  and  the  holders  of other series of the
preferred stock of the  Corporation as one class.

          (e)  Pre-emptive Rights  - No  holder of any  shares of
Series H  Preferred  Stock shall  have any  pre-emptive right  to
subscribe for or acquire additional shares of the Corporation  of
the same or  any other class  or series, whether  such shares  be
hereby  or  hereafter  authorized;  and no  holder  of  Series  H
Preferred Stock shall have  any pre-emptive right to  acquire any
shares which may be held in  the treasury of the Corporation; all
such   additional  or  treasury  shares  may  be  sold  for  such
consideration  at such time and to  such person or persons as the
Board  of  Directors may  from  time  to time  determine,  unless
otherwise  restricted   by  the   terms  of  this   statement  of
designations, powers and preferences.

          (f)  Conversion -

               (1)  The  Series   H  Preferred  Stock   shall  be
     convertible  into Common Stock  as hereinafter provided and,
     when  and as  so converted,  such Series  H  Preferred Stock
     shall  be cancelled and retired and shall not be reissued as
     such.  

               (2)  Any holder of  the Series H Preferred  Stock,
     at any time commencing immediately  upon the issuance of the
     Series H Preferred Stock and terminating upon the expiration
     of ten years  from the  date of issuance,  may convert  such
     stock  into  full   shares  of  the  Common  Stock   of  the
     Corporation at the rate  of nine (9) shares of  Common Stock
     for  each share  of Series  H Preferred  Stock upon  90 days
     written notice  to  the Corporation  by  the holder  of  the
     Series H  Preferred Stock.  The Corporation,  at its option,
     may consent to shorter notice.

               (3)  On   presentation   and   surrender  to   the
     Corporation at its offices of the certificates for shares of
     the  Series H Preferred Stock to be converted, the holder of
     such stock shall be entitled to receive in exchange therefor
     certificates for shares of the fully paid and non-assessable
     Common Stock of the Corporation  at the rate aforesaid,  all
     under suitable regulations to be prescribed by the Board  of
     Directors  of  the  Corporation.   Conversion  of  Series  H
     Preferred Stock in the manner aforesaid shall not affect the
     right  of  the holder  of  such stock  to  receive dividends
     accrued but unpaid on such shares as of the dividend payment
     date immediately prior to conversion.

               (4)  The  number of  shares of  Common Stock  into
     which each share of Series H Preferred  Stock is convertible
     shall  be  subject to  adjustment from  time  to time  as in
     subparagraphs (A) and (B) of this paragraph (f)(4):


                               -5-

<PAGE>
               (A)  In  case  the  Corporation  shall  (1)  pay a
          dividend  on   its  Common  Stock  in   shares  of  the
          Corporation,  (2)  subdivide  its   outstanding  Common
          Stock, (3) combine the  outstanding Common Stock into a
          smaller   number   of   shares,   or   (4)   issue   by
          reclassification  of its Common Stock (whether pursuant
          to a  merger or consolidation or  otherwise) any shares
          of the  Corporation, then the  holder of each  share of
          Series H  Preferred Stock shall be  entitled to receive
          upon the conversion of such share, the number of shares
          of the Corporation  which he would have owned  or would
          have been  entitled to  receive after the  happening of
          any of the  events described above had  such share been
          converted immediately  prior to  the happening  of such
          event.   An adjustment made pursuant  to this provision
          shall  become effective  on the  effective date  in the
          case of a subdivision, combination or reclassification.

               (B)  No adjustment in the conversion rate shall be
          required  unless  such  adjustment  would   require  an
          increase or decrease in such rate of at least one-tenth
          of  a   common  share;  provided,   however,  that  any
          adjustments which  by reason  of this  subparagraph (B)
          are not required  to be made  shall be carried  forward
          and taken into account by any subsequent adjustment.

               (5)  The  Corporation shall  at all  times reserve
     and keep available out of its authorized Common Stock solely
     for the purpose of issue upon conversion of shares of Series
     H Preferred Stock  as herein provided, such number of shares
     of  Common  Stock  as  shall   then  be  issuable  upon  the
     conversion of  all outstanding shares of  Series H Preferred
     Stock.

               (6)  Fractional  shares of Common  Stock shall not
     be issued upon  conversion of Series  H Preferred Stock  nor
     shall cash  adjustments be  made for fractional  shares upon
     such conversion.

               (7)  For the purposes of  this paragraph (f),  the
     term  "Common  Stock"  shall  mean (A)  the  class  of stock
     designated  as the  Common Stock of  the Corporation  at the
     date of  these Amended Articles of Incorporation, or (B) any
     other class  of stock  resulting from successive  changes or
     reclassifications  of such Common Stock consisting solely of
     change in par  value, or from par value to  no par value, or
     from no par value to par value.

          (g)  Liquidation  Rights   -  In   the  event   of  any
liquidation, dissolution  or  winding up  of the  affairs of  the
Corporation, whether voluntary or involuntary, the holders of the
Series  H Preferred Stock shall be entitled, before any assets of
the  Corporation shall be distributed  among or paid  over to the
holders of the Common Stock, to receive out of the assets of the

                               -6-

<PAGE>
Company $100 per share of Series  H Preferred Stock.  If upon any
such  dissolution, liquidation or  winding up, the  assets of the
Corporation   available  for  payment  to  stockholders  are  not
sufficient to make payment in full to the holders of the Series H
Preferred Stock, payment shall be made to such holders ratably in
accordance  with the number  of shares held by  them and, in case
there shall  then be more than one  series of the Preferred Stock
outstanding  at  that  time,   ratably  in  accordance  with  the
respective  distributive amount  to which  such holders  shall be
entitled.





                               -7-

<PAGE>
                      ARTICLES OF AMENDMENT
                                TO
                    ARTICLES OF INCORPORATION
                               OF 
                 TELEPHONE AND DATA SYSTEMS, INC.
                ----------------------------------

         Statement of Designation of Preference and Right
                                of
          Redeemable Voting Series HH Preferred Shares,
        without par value, Stated Value $100.00 Per Share
                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing  and  designating  the Redeemable  Voting  Series HH
Preferred Shares  and fixing and determining  the relative rights
and  preferences thereof is attached  hereto as Exhibit  A and is
made a part of this statement.

          3.   The  aforesaid  resolution   was  adopted  as   of
September 21, 1990.

          4.   The  aforesaid resolution was  duly adopted by the
Board  of Directors  of  TELEPHONE AND  DATA  SYSTEMS, INC.    No
shareholder vote was required.

          IN WITNESS  WHEREOF, we  have  hereunto subscribed  our
names and  affixed the seal of  this corporation this 4th  day of
March, 1991.

                              TELEPHONE AND DATA SYSTEMS, INC.


                              By:   /s/  LeRoy T.  Carlson       
                                   ---------------------------
                                   LeRoy T. Carlson, Chairman


                              By:   /s/  Michael G.  Hron        
                                   ---------------------------
                                   Michael G. Hron, Secretary

Subscribed and sworn to before
me this 4th day of March, 1991


 /s/ Miriam L. Oberbruner     
-----------------------------
      Notary Public

<PAGE>
                                                        Exhibit A

       STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
           REDEEMABLE VOTING SERIES HH PREFERRED SHARES


          RESOLVED,  that  pursuant  to the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation by the Articles  of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series  of Preferred  Shares of the  Corporation to  consist
originally  of Six  Thousand Seven  Hundred Thirty  Eight (6,738)
shares,  and hereby  fixes the  designation, relative  rights and
preferences thereof as follows:

          (a)  Designation.   The  designation of  the series  of
Preferred Shares created by  this resolution shall be "Redeemable
Voting Series  HH Preferred  Shares" (hereinafter referred  to as
the  "Series HH  Preferred  Shares").   The  Series HH  Preferred
Shares shall have no par  value but shall have a stated  value of
$100.00 per share.

          (b)  Dividends.   Each holder of a  Series HH Preferred
Share shall be  entitled to receive, when, as  and if declared by
the board  of directors of the  Corporation, out of  funds of the
Corporation  legally  available  therefor,  cumulative  dividends
during each fiscal quarter  that such Series HH  Preferred Shares
are  outstanding  at a  per annum  dividend  rate of  six dollars
($6.00) per share.   Such dividends shall be payable  as declared
and  cumulative  from  and commence  to  accrue  on  the date  of
original issuance of such Series  HH Preferred Shares (the "Issue
Date").

          (c)  Redemption at Election of Holder.

               (1)  The  Series  HH  Preferred  Shares  shall  be
     redeemable, in whole or in part, at the option of the holder
     thereof, on March 1, 1992, upon written notice given by such
     holder,  between September 1, 1991  and December 1, 1991 and
     on the first  day of  March in calendar  years 1997  through
     2012, upon written notice given  by such holder between  the
     first day of  September and the first day of December of the
     immediately  preceding   calendar  year,  of   the  holder's
     election to have the Corporation redeem such shares on March
     1st of  the next  succeeding calendar year  (the "Redemption
     Date").    Notice  of   an  election  under  the  redemption
     provision  above shall  be mailed  (by first  class, postage
     prepaid)  to   the  office  or  agency   maintained  by  the
     Corporation for that purpose and each notice shall state the
     number of Series HH Preferred Shares to be redeemed, if less
     than all the shares held by the holder giving such notice.

               (2)  Except   as   provided   in   the   preceding
     paragraph, the Series HH Preferred Shares shall not be

                               -1-

<PAGE>
     subject to  redemption  and  shall  not be  subject  to  the
     election  by  the holder  thereof  to  have the  Corporation
     redeem such Series HH Preferred Shares.

               (3)  Upon  receipt  of  written  notice  from  the
     holder  of its  election  to redeem,  the Corporation  shall
     redeem  the  Series  HH  Preferred  Shares  to  be  redeemed
     pursuant  to such  notice  of redemption  on the  Redemption
     Date.  The redemption price (the  "Redemption Price") of the
     Series  HH Preferred Shares shall be equal to the product of
     the number  of  Series HH  Preferred  Shares elected  to  be
     redeemed multiplied by the sum of (A) $100.00 per share plus
     (B) all  dividends accrued  and unpaid, whether  declared or
     undeclared,  thereon  through  the  Redemption  Date.    The
     Redemption  Price payable  on any  Redemption Date  shall be
     paid by  check mailed to  the holder  within 30 days  of the
     Redemption Date.

               (4)  If  on  or  before the  Redemption  Date, the
     funds  necessary for  such  redemption shall  have been  set
     aside by the Corporation  so as to be available  for payment
     to  any holder  of  the Series  HH  Preferred Shares  to  be
     redeemed  pursuant to  such notice  of redemption  upon such
     holder's surrender of such Series HH Preferred Shares to the
     Corporation,  then,  notwithstanding  that  any  certificate
     representing Series  HH Preferred  Shares to be  so redeemed
     shall  not  have  been  surrendered  for  cancellation,  the
     dividends  thereon shall cease to accrue  from and after the
     Redemption  Date, and all rights with respect to such Series
     HH  Preferred Shares to be  so redeemed, including any right
     to vote or otherwise participate in the determination of any
     proposed corporate  action, shall terminate at  the close of
     business on  such Redemption Date, except only  the right of
     the  holder to  receive the  Redemption Price  therefor, but
     without interest.

               (5)  Each holder who has  given notice pursuant to
     subparagraph  (c)(1)  above  shall  deliver  the certificate
     representing the  Series HH Preferred Shares  to be redeemed
     to  the Corporation with the  notice of the  redemption.  In
     case  fewer   than  all  the  shares   represented  by  such
     certificate are  to be redeemed, a new  certificate shall be
     issued representing the shares which were not so redeemed.

          (d)  Voting Rights.  

               (1)  With respect to all  matters, each holder  of
     Series HH Preferred Shares shall be entitled to one vote for
     each share of such stock standing  in the name of the holder
     on the books of the Corporation.

               (2)  With  respect to  the election  of directors,
     the holders of  Series HH Preferred Shares  shall have class
     voting rights (voting together with the holders of (i) other


                               -2-

<PAGE>
     Preferred Shares that are entitled to vote thereon  and that
     were issued after October 31, 1981, and (ii) Series A Common
     Shares) to the extent provided in Article IV of the Articles
     of Incorporation of the Corporation.

          (e)  Preference  Value  in  Liquidation.    The  amount
payable  upon  each Series  HH Preferred  Share  in the  event of
either voluntary or involuntary liquidation shall be $100.00.


                               -3-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
     $7.00 Cumulative Convertible Voting Series I, Preferred
      Stock, without par value, Stated Value $100 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the board of directors
establishing and  designating  the $7.00  Cumulative  Convertible
Voting Series I  Preferred Stock and  fixing and determining  the
relative  rights and  preferences thereof  is attached  hereto as
Exhibit A and is made a part of this statement.

          3.   The aforesaid  resolution was adopted  on July 13,
1976.

          4.   The aforesaid resolution  was duly adopted by  the
board of directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and  affixed the seal of said  corporation this 13th day of
July, 1976.

                              TELEPHONE AND DATA SYSTEMS, INC.



                              By  /s/  LeRoy T. Carlson          
                                   ---------------------------
                                        President



                                  /s/  Herbert S.  Wander        
                                   ---------------------------
                                         Secretary

<PAGE>
STATE OF ILLINOIS   )
                    )    SS.
COUNTY OF COOK      )


          On this 13th  day of  July, 1976, before  me, a  Notary
Public, in  and for said  county, personally appeared  Herbert S.
Wander,  who, being  by me  duly sworn,  did say  that he  is the
secretary of said corporation and that said instrument was signed
and sealed on behalf of the  said corporation by authority of its
Board  of Directors and  the said Herbert  S. Wander acknowledged
the execution of said instrument to be the voluntary act and deed
of said corporation.

          IN  WITNESS WHEREOF,  I have hereunto  set my  hand and
seal the day and year before written.


                                     /s/ Charlene Anderson 
                                   ---------------------------
                                           Notary Public

[Notarial Seal]



                               -2-

<PAGE>
                            EXHIBIT A
                           ------------


          RESOLVED,  that  pursuant  to  the  authority expressly
granted to and vested in the Board of  Directors of Telephone and
Data Systems,  Inc., an Iowa corporation  (the "Corporation"), by
the  Articles of  Incorporation,  the Board  of Directors  hereby
creates  and authorizes  the issuance  of a  ninth series  of the
preferred  stock  of the  Corporation  to  consist originally  of
12,000  shares  and hereby  fixes  the  designations, powers  and
preferences and the  qualifications, limitations or  restrictions
thereof as follows:

          (a)  Designation  -  The designation  of  the preferred
stock  created  by  this  resolution shall  be  $7.00  Cumulative
Convertible Voting Series I Preferred Stock (hereinafter referred
to as "Series I Preferred Stock").  The Series I  Preferred Stock
shall have no par value but shall have a stated value of $100.

          (b)  Dividends - The holders  of the Series I Preferred
Stock shall be entitled  to receive, when and as declared  by the
Board  of Directors of the Corporation,  out of any assets of the
Corporation available  for dividends pursuant to the  laws of the
State  of  Iowa,  preferential dividends  at  the  rate  of seven
dollars  ($7.00)  per  annum  per share.    The  dividends,  when
payable,  shall be  paid quarterly  on the  first days  of March,
June,  September and December in each  year, before any dividends
shall be  declared or paid upon or set apart for the common stock
of  the Company for that year.   Such dividends upon the Series I
Preferred  Stock  shall be  cumulative  from  the date  of  issue
thereof so that if dividends for  any past dividend period at the
rate of seven dollars ($7.00) per annum  shall not have been paid
thereon  or declared and a sum sufficient for payment thereof set
apart, the deficiency shall be fully paid or set apart before any
dividend shall  be paid upon or  set apart for  the common stock.
Provided  however, that  no  dividends shall  be declared  on the
shares of any series  of preferred stock for any  dividend period
unless the  full dividend  for all  prior dividend periods  shall
have been declared or shall be declared at the same time upon all
preferred  stock outstanding during  said prior dividend periods,
and  further provided, that no dividends shall be declared on the
shares of any series of preferred stock unless a dividend for the
same period shall be declared at the same time upon all preferred
stock outstanding during  said period in  like proportion to  the
dividend  rate upon such shares.  Whenever the full dividend upon
all  the preferred stock for all past dividend periods shall have
been  paid and  the full  dividend thereon  for the  then current
dividend  period shall  have  been paid  or  declared and  a  sum
sufficient for the payment thereof set apart,  dividends upon the
common stock may be declared by the Board of Directors out of the
remainder of the assets available therefor.


                               -3-

<PAGE>
          (c)  Redemption -  Commencing ten years  after the date
of issuance, the  Corporation may, at the option  of the Board of
Directors,  redeem  in  any  one year  all  or  any  part of  the
outstanding shares of Series I Preferred Stock at a price of $100
per share.

          Notice of  redemption shall be mailed to each holder of
Series I Preferred Stock to be redeemed not less than thirty (30)
days  prior to the date upon which  such stock is to be redeemed.
In case less than all of the outstanding Series I Preferred Stock
is to  be redeemed, the amount  to be redeemed and  the method of
effecting  such  redemption,  whether  by  lot  or  pro  rata  or
otherwise, may be determined by the Board of Directors.  If on or
before  the  redemption  date  named in  such  notice,  the funds
necessary  for such redemption shall  have been set  aside by the
Corporation so  as to be available  for payment on demand  to the
holders  of the Series I Preferred Stock so called for redemption
then,  notwithstanding  that  any  certificate of  the  Series  I
Preferred  Stock so  called  for redemption  shall not  have been
surrendered  for cancellation, the  dividends thereon shall cease
to accrue from and after the date of redemption so designated and
all  rights  with respect  to such  Series  I Preferred  Stock so
called for redemption, including any  right to vote or  otherwise
participate  in  the  determination  of  any  proposed  corporate
action,  shall forthwith  after  such redemption  date cease  and
determine, except only  the right  of the holder  to receive  the
redemption price therefor, but  without interest.  Stock redeemed
pursuant to the provisions hereof or any Series I Preferred Stock
purchased or otherwise  acquired by the Corporation shall  not be
reissued but shall be cancelled and proceedings shall be taken in
the   manner  prescribed   by  statute   to  reduce   the  shares
accordingly.

          (d)  Voting  Rights  - The  holders  of  the shares  of
Series I Preferred  Stock shall be entitled to  one vote for each
share of such  stock standing in  the name of  the holder on  the
books of the Corporation and shall vote together with the holders
of  the common  stock  and the  holders of  other  series of  the
preferred stock of the Corporation as one class.

          (e)  Pre-emptive Rights  - No  holder of any  shares of
Series I  Preferred Stock  shall  have any  pre-emptive right  to
subscribe for  or acquire additional shares of the Corporation of
the same or  any other class  or series,  whether such shares  be
hereby  or  hereafter  authorized;  and  no holder  of  Series  I
Preferred  Stock shall have any pre-emptive  right to acquire any
shares which  may be held in the treasury of the Corporation; all
such  additional  or   treasury  shares  may  be  sold  for  such
consideration at such  time and to such person or  persons as the
Board  of  Directors  may  from time  to  time  determine, unless
otherwise  restricted   by  the   terms  of  this   statement  of
designations, powers and preferences.

                               -4-

<PAGE>
          (f)  Conversion -

               (1)  The  Series  I   Preferred  Stock  shall   be
     convertible into Common  Stock as hereinafter provided  and,
     when and  as  so converted,  such Series  I Preferred  Stock
     shall  be cancelled and retired and shall not be reissued as
     such.  

               (2)  Any holder  of the Series I  Preferred Stock,
     at any time commencing immediately upon the issuance  of the
     Series  I Preferred Stock and terminating June 30, 1981, may
     convert such stock into  full shares of the Common  Stock of
     the Corporation at  the rate  of ten (10)  shares of  Common
     Stock for each  share of  Series I Preferred  Stock upon  90
     days written notice;  and any holder  of Series I  Preferred
     Stock thereafter until June 30, 1986, may convert such stock
     into full shares of  the Common Stock of the  Corporation at
     the rate  of nine (9) shares of  Common Stock for each share
     of Series I Preferred Stock upon 90 days written notice.

               (3)  On   presentation   and   surrender  to   the
     Corporation at its offices of the certificates for shares of
     the  Series I Preferred Stock to be converted, the holder of
     such stock shall be entitled to receive in exchange therefor
     certificates for shares of the fully paid and non-assessable
     Common Stock of  the Corporation at the  rate aforesaid, all
     under suitable regulations to be prescribed  by the Board of
     Directors  of  the  Corporation.   Conversion  of  Series  I
     Preferred Stock in the manner aforesaid shall not affect the
     right  of  the holder  of  such stock  to  receive dividends
     accrued but unpaid on such shares as of the dividend payment
     date immediately prior to conversion.

               (4)  The number  of  shares of  Common Stock  into
     which each share of Series  I Preferred Stock is convertible
     shall  be  subject to  adjustment from  time  to time  as in
     subparagraphs (A) and (B) of this paragraph (f)(4):

               (A)  In  case  the  Corporation  shall (1)  pay  a
          dividend  on   its  Common  Stock  in   shares  of  the
          Corporation,  (2)  subdivide  its   outstanding  Common
          Stock, (3) combine the  outstanding Common Stock into a
          smaller   number   of   shares,   or   (4)   issue   by
          reclassification of its Common Stock  (whether pursuant
          to a  merger or consolidation or  otherwise) any shares
          of the  Corporation, then the  holder of each  share of
          Series I  Preferred Stock shall be  entitled to receive
          upon the conversion of such share, the number of shares
          of the Corporation  which he would have  owned or would
          have been  entitled to  receive after the  happening of
          any of  the events described above had  such share been
          converted  immediately prior  to the happening  of such
          event.  An adjustment made pursuant to this provision 

                               -5-

<PAGE>
          shall  become effective  on the  effective date  in the
          case of a subdivision, combination or reclassification.

               (B)  No adjustment in the conversion rate shall be
          required  unless  such  adjustment  would   require  an
          increase or decrease in such rate of at least one-tenth
          of  a   common  share;  provided,  however,   that  any
          adjustments which  by reason of  this subparagraph  (B)
          are not required  to be made  shall be carried  forward
          and taken into account in any subsequent adjustment.

               (5)  The  Corporation shall  at all  times reserve
     and keep available out of its authorized Common Stock solely
     for the purpose of issue upon conversion of shares of Series
     I Preferred Stock as herein provided, such number of  shares
     of  Common   Stock  as  shall  then  be  issuable  upon  the
     conversion of  all outstanding shares of  Series I Preferred
     Stock.

               (6)  Fractional  shares of Common  Stock shall not
     be issued upon  conversion of Series  I Preferred Stock  nor
     shall cash  adjustments be  made for fractional  shares upon
     such conversion.

               (7)  For the purposes  of this paragraph (f),  the
     term  "Common  Stock" shall  mean  (A)  the class  of  stock
     designated as the  Common Stock  of the  Corporation at  the
     date of these Amended Articles of Incorporation; or  (B) any
     other class  of stock  resulting from successive  changes or
     reclassifications of such Common  Stock consisting solely of
     change in par  value, or from par value to  no par value, or
     from no par value to par value.

          (g)  Liquidation   Rights  -  In   the  event   of  any
liquidation,  dissolution or  winding up  of the  affairs of  the
Corporation, whether voluntary or involuntary, the holders of the
Series  I Preferred Stock shall be entitled, before any assets of
the  Corporation shall be distributed  among or paid  over to the
holders of the common stock, to receive out of the  assets of the
Company $100 per share of Series  I Preferred Stock.  If upon any
such  dissolution, liquidation or  winding up, the  assets of the
Corporation  available  for  payment   to  stockholders  are  not
sufficient to make payment in full to the holders of the Series I
Preferred Stock, payment shall be made to such holders ratably in
accordance with  the number of  shares held by them  and, in case
there shall then  be more than one series  of the Preferred Stock
outstanding  at  that  time,   ratably  in  accordance  with  the
respective  distributive amount  to which  such holders  shall be
entitled.



                               -6-

<PAGE>
                      ARTICLES OF AMENDMENT
                                TO
                    ARTICLES OF INCORPORATION
                               OF 
                 TELEPHONE AND DATA SYSTEMS, INC.
                ----------------------------------

         Statement of Designation of Preference and Right
                                of
          Redeemable Voting Series II Preferred Shares,
        without par value, Stated Value $100.00 Per Share
                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing  and  designating  the Redeemable  Voting  Series II
Preferred Shares  and fixing and determining  the relative rights
and  preferences thereof is attached  hereto as Exhibit  A and is
made a part of this statement.

          3.   The  aforesaid  resolution   was  adopted  as   of
September 21, 1990.

          4.   The  aforesaid resolution was  duly adopted by the
Board  of Directors  of  TELEPHONE AND  DATA  SYSTEMS, INC.    No
shareholder vote was required.

          IN WITNESS  WHEREOF, we  have  hereunto subscribed  our
names and  affixed the seal of  this corporation this 4th  day of
March, 1991.

                              TELEPHONE AND DATA SYSTEMS, INC.


                              By:   /s/  LeRoy T.  Carlson       
                                   ---------------------------
                                   LeRoy T. Carlson, Chairman


                              By:   /s/  Michael G.  Hron        
                                   ---------------------------
                                   Michael G. Hron, Secretary

Subscribed and sworn to before
me this 4th day of March, 1991


 /s/ Miriam L. Oberbruner     
------------------------------
      Notary Public

<PAGE>
                                                        Exhibit A

       STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
           REDEEMABLE VOTING SERIES II PREFERRED SHARES


          RESOLVED,  that  pursuant  to the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation by the Articles  of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally  of Six  Thousand Seven  Hundred Thirty  Eight (6,738)
shares,  and hereby  fixes the  designation, relative  rights and
preferences thereof as follows:

          (a)  Designation.   The  designation of  the series  of
Preferred Shares created by  this resolution shall be "Redeemable
Voting Series  II Preferred  Shares" (hereinafter referred  to as
the  "Series II  Preferred  Shares").   The  Series II  Preferred
Shares shall have no par  value but shall have a stated  value of
$100.00 per share.

          (b)  Dividends.   Each holder of a  Series II Preferred
Share shall be  entitled to receive, when, as  and if declared by
the board  of directors of the  Corporation, out of  funds of the
Corporation  legally  available  therefor,  cumulative  dividends
during each fiscal quarter  that such Series II  Preferred Shares
are  outstanding  at a  per annum  dividend  rate of  six dollars
($6.00) per share.   Such dividends shall be payable  as declared
and  cumulative  from  and commence  to  accrue  on  the date  of
original issuance of such Series  II Preferred Shares (the "Issue
Date").

          (c)  Redemption at Election of Holder.

               (1)  The  Series  II  Preferred  Shares  shall  be
     redeemable, in whole or in part, at the option of the holder
     thereof, on March 1, 1993, upon written notice given by such
     holder,  between September 1, 1992  and December 1, 1992 and
     on the first  day of  March in calendar  years 1997  through
     2012, upon written notice given  by such holder between  the
     first day of  September and the first day of December of the
     immediately  preceding   calendar  year,  of   the  holder's
     election to have the Corporation redeem such shares on March
     1st of  the next  succeeding calendar year  (the "Redemption
     Date").    Notice  of   an  election  under  the  redemption
     provision  above shall  be mailed  (by first  class, postage
     prepaid)  to   the  office  or  agency   maintained  by  the
     Corporation for that purpose and each notice shall state the
     number of Series II Preferred Shares to be redeemed, if less
     than all the shares held by the holder giving such notice.

               (2)  Except   as   provided   in   the   preceding
     paragraph, the Series II Preferred Shares shall not be

                               -1-

<PAGE>
     subject to  redemption  and  shall  not be  subject  to  the
     election  by  the holder  thereof  to  have the  Corporation
     redeem such Series II Preferred Shares.

               (3)  Upon  receipt  of  written  notice  from  the
     holder  of its  election  to redeem,  the Corporation  shall
     redeem  the  Series  II  Preferred  Shares  to  be  redeemed
     pursuant  to such  notice  of redemption  on the  Redemption
     Date.  The redemption price (the  "Redemption Price") of the
     Series  II Preferred Shares shall be equal to the product of
     the number  of  Series II  Preferred  Shares elected  to  be
     redeemed multiplied by the sum of (A) $100.00 per share plus
     (B) all  dividends accrued  and unpaid, whether  declared or
     undeclared,  thereon  through  the  Redemption  Date.    The
     Redemption  Price payable  on any  Redemption Date  shall be
     paid by  check mailed to  the holder  within 30 days  of the
     Redemption Date.

               (4)  If  on  or  before the  Redemption  Date, the
     funds  necessary for  such  redemption shall  have been  set
     aside by the Corporation  so as to be available  for payment
     to  any holder  of  the Series  II  Preferred Shares  to  be
     redeemed  pursuant to  such notice  of redemption  upon such
     holder's surrender of such Series II Preferred Shares to the
     Corporation,  then,  notwithstanding  that  any  certificate
     representing Series  II Preferred  Shares to be  so redeemed
     shall  not  have  been  surrendered  for  cancellation,  the
     dividends  thereon shall cease to accrue  from and after the
     Redemption  Date, and all rights with respect to such Series
     II  Preferred Shares to be  so redeemed, including any right
     to vote or otherwise participate in the determination of any
     proposed corporate  action, shall terminate at  the close of
     business on  such Redemption Date, except only  the right of
     the  holder to  receive the  Redemption Price  therefor, but
     without interest.

               (5)  Each holder who has  given notice pursuant to
     subparagraph  (c)(1)  above  shall  deliver  the certificate
     representing the  Series II Preferred Shares  to be redeemed
     to  the Corporation with the  notice of the  redemption.  In
     case  fewer   than  all  the  shares   represented  by  such
     certificate are  to be redeemed, a new  certificate shall be
     issued representing the shares which were not so redeemed.

          (d)  Voting Rights.  

               (1)  With respect to all  matters, each holder  of
     Series II Preferred Shares shall be entitled to one vote for
     each share of such stock standing  in the name of the holder
     on the books of the Corporation.

               (2)  With  respect to  the election  of directors,
     the holders of  Series II Preferred Shares  shall have class
     voting rights (voting together with the holders of (i) other


                               -2-

<PAGE>
     Preferred Shares that are entitled to vote thereon  and that
     were issued after October 31, 1981, and (ii) Series A Common
     Shares) to the extent provided in Article IV of the Articles
     of Incorporation of the Corporation.

          (e)  Preference  Value  in  Liquidation.    The  amount
payable  upon  each Series  II Preferred  Share  in the  event of
either voluntary or involuntary liquidation shall be $100.00.


                               -3-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
      $7.00 Cumulative Convertible Voting Series J Preferred
      Stock, without par value, Stated Value $100 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the board of directors
establishing and  designating  the $7.00  Cumulative  Convertible
Voting Series J  Preferred Stock and  fixing and determining  the
relative  rights and  preferences thereof  is attached  hereto as
Exhibit A and is made a part of this statement.

          3.   The aforesaid  resolution was adopted  on December
9, 1977.

          4.   The aforesaid resolution  was duly adopted by  the
board of directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and affixed  the seal of  said corporation this 9th  day of
December, 1977.

                              TELEPHONE AND DATA SYSTEMS, INC.



                              By  /s/  LeRoy T. Carlson          
                                 ---------------------------
                                 LeRoy T. Carlson,
                                 President



                                  /s/  Herbert S.  Wander        
                                 ---------------------------
                                 Herbert S. Wander,
                                 Secretary

<PAGE>
STATE OF ILLINOIS   )
                    )    SS.
COUNTY OF COOK      )


          On  this 9th day of  December, A.D. 1977,  before me, a
Notary  Public,  in  and  for said  county,  personally  appeared
Herbert S. Wander, who, being  by me duly sworn, did say  that he
is  the secretary of said  corporation, that the  seal affixed to
said instrument is  the seal  of said corporation  and that  said
instrument  was  signed   and  sealed  on  behalf  of   the  said
corporation by authority of  its board of directors and  the said
Herbert S.  Wander acknowledged the execution  of said instrument
to be  the voluntary  act  and deed  of  said corporation  by  it
voluntarily executed.

          IN WITNESS  WHEREOF, I  have hereunto  set my  hand and
seal the day and year before written.


                                     /s/  Barbara Allison        
                                   ---------------------------
                                           Notary Public

[Notarial Seal]


                               -2-

<PAGE>

$7.00 Cumulative Convertible Voting Series J Preferred Stock


          RESOLVED,  that  pursuant  to the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby creates and  authorizes the issuance of a  tenth
series  of the  preferred  stock of  the  Corporation to  consist
originally of  10,000 shares  and hereby fixes  the designations,
powers and  preferences and  the  qualifications, limitations  or
restrictions thereof as follows:

          (a)  Designation  - The  designation  of the  preferred
stock  created  by this  resolution  shall  be "$7.00  Cumulative
Convertible  Voting  Series   J  Preferred  Stock"   (hereinafter
referred  to  as  "Series J  Preferred  Stock").    The Series  J
Preferred Stock shall have no  par value but shall have a  stated
value of $100.00.

          (b)  Dividends - The holders  of the Series J Preferred
Stock shall be  entitled to receive, when and as  declared by the
board of directors of  the Corporation, out of any assets  of the
Corporation available for dividends pursuant  to the laws of  the
State  of Iowa,  preferential  dividends  at  the rate  of  seven
dollars ($7.00)  per annum per share and no more.  The dividends,
when payable, shall be paid quarterly on the first days of March,
June, September and December  in each year, before  any dividends
shall be declared or paid upon  or set apart for the common stock
of the Company for that quarter.  Such dividends upon  the Series
J  Preferred Stock  shall be  cumulative from  the date  of issue
thereof so that  if dividends for any past dividend period at the
rate of seven dollars ($7.00) per  annum shall not have been paid
thereon  or declared and a sum sufficient for payment thereof set
apart,  the deficiency  shall  be fully  paid  or set  apart  but
without interest, before any  dividend shall be paid upon  or set
apart for the common stock; provided,  however, that no dividends
shall be declared on  the shares of any series of preferred stock
for  any dividend period unless  the full dividend  for all prior
dividend periods shall have been declared or shall be declared at
the same  time upon all  preferred stock outstanding  during such
prior dividend  periods, and  further provided that  no dividends
shall be declared  on the shares of any series of preferred stock
unless a  dividend for the same  period shall be declared  at the
same time upon all preferred stock outstanding during said period
in  like  proportion  to  the  dividend rate  upon  such  shares.
Whenever the full dividend  upon all the preferred stock  for all
past  dividend periods shall have been paid and the full dividend
thereon for the then current dividend period shall have been paid
or  declared and  a sum  sufficient for  the payment  thereof set
apart, dividends upon  the common  stock may be  declared by  the
board of directors out  of the remainder of the  assets available
therefor.

                               -3-

<PAGE>
          (c)  Redemption  -  The  Corporation shall  redeem  the
following  aggregate amounts of  Series J Preferred  Stock on the
following  dates, provided  such shares  have not  been converted
pursuant to paragraph (f) hereof prior to such date:

within 10 days after the 5th anniversary of issue     2150 shares

within 10 days after the 10th anniversary of issue    1750 shares
                                                    -------
                                             total    3900 shares

          Upon  such redemption,  the  holders of  the shares  of
Series  J Preferred Stock  redeemed shall be  entitled to receive
$100 per share plus  an amount equal to all dividends accrued and
unpaid to  the redemption date.   The amount to be  redeemed from
each holder of Series J Preferred Stock shall  be determined on a
pro rata basis.

          Upon or after the expiration of fifteen (15) years from
the date of issue, the Corporation, at the option of the board of
directors,  may  redeem,  at  any  one  time,  all  of  the  then
outstanding  Series  J  Preferred Stock,  without  premium,  upon
payment of $100 per share, plus any accrued but unpaid dividends.

          Notice of redemption shall be  mailed to each holder of
Series J Preferred Stock to be redeemed not less than thirty (30)
days prior to  the date upon which such stock  is to be redeemed.
If on or  before the redemption  date named in  such notice,  the
funds  necessary for such redemption shall have been set aside by
the Corporation so  as to be available  for payment on  demand to
the  holders  of  the Series  J  Preferred  Stock  so called  for
redemption  then,  notwithstanding  that any  certificate  of the
Series  J Preferred Stock so called for redemption shall not have
been surrendered  for cancellation,  the dividends  thereon shall
cease  to accrue  from and after  the date of  such redemption so
designated,  and  all  rights  with  respect  to  such  Series  J
Preferred  Stock so called for redemption, including any right to
vote  or  otherwise  participate  in  the  determination  of  any
proposed corporate  action, shall forthwith after such redemption
date  cease and terminate, except only the right of the holder to
receive  the redemption  price  therefor,  but without  interest.
Stock  redeemed pursuant to the provisions hereof or any Series J
Preferred  Stock purchased  or  otherwise acquired  shall not  be
reissued but shall be cancelled and proceedings shall be taken in
the  manner  prescribed  by  statute  to  reduce  the  number  of
outstanding shares of Series J Preferred Stock accordingly.

          (d)  Voting  Rights  - The  holders  of  the shares  of
Series J Preferred Stock shall  be entitled to one vote for  each
share of such  stock standing in  the name of  the holder on  the
books of the Corporation and shall vote together with the holders
of  the common  stock and  the  holders of  other  series of  the
preferred stock of the Corporation as one class.


                               -4-

<PAGE>
          (e)  Pre-emptive Rights  - No  holder of any  shares of
Series  J Preferred  Stock shall  have  any pre-emptive  right to
subscribe for or  acquire additional shares of the Corporation of
the same or  any other  class or series,  whether such shares  be
hereby  or  hereafter  authorized;  and  no  holder of  Series  J
Preferred Stock  shall have any pre-emptive right  to acquire any
shares which may be held in the treasury of the  Corporation; all
such  additional  or  treasury  shares   may  be  sold  for  such
consideration at such time and to  such person or persons as  the
board of directors may from time to time determine.

          (f)  Conversion -
               (1)  The  Series   J  Preferred  Stock   shall  be
     convertible into Common Stock  as hereinafter provided, and,
     when and  as so  converted,  such Series  J Preferred  Stock
     shall  be cancelled and retired and shall not be reissued as
     such.   Commencing upon issuance and  terminating five years
     thereafter, the  Series J Preferred Stock  may be converted,
     upon 30 days written notice to the Corporation,  into Common
     Stock of the Corporation at the  rate of ten (10) shares  of
     Common Stock  for each  share of  Series J Preferred  Stock.
     Thereafter,  until ten  years after  issuance, the  Series J
     Preferred  Stock may  be  converted, upon  30 days'  written
     notice,  into Common Stock of the Corporation at the rate of
     nine (9) shares of Common  Stock for each share of  Series J
     Preferred  Stock.  On  presentation  and  surrender  to  the
     Corporation at its offices of the certificates for shares of
     the  Series J Preferred Stock to be converted, the holder of
     such stock shall be entitled to receive in exchange therefor
     certificates for shares of the fully paid and non-assessable
     Common Stock of  the Corporation at the  rate aforesaid, all
     under suitable regulations to be prescribed by  the board of
     directors  of  the  Corporation.   Conversion  of  Series  J
     Preferred Stock in the manner aforesaid shall not affect the
     right  of the  converting holder  of such  stock to  receive
     dividends  accrued  but  unpaid on  such  shares  as of  the
     dividend payment date immediately prior to conversion.

               (2)  The  number  of shares  of Common  Stock into
     which each share of Series J Preferred Stock is convertible,
     shall  be subject  to adjustment  from time  to time  as set
     forth in subparagraphs (A) and (B) of this paragraph (2):

               (A)  In  case  the  Corporation shall  (1)  pay  a
          dividend  on   its  Common  Stock  in   shares  of  the
          Corporation,  (2)  subdivide  its   outstanding  Common
          Stock, (3) combine the  outstanding Common Stock into a
          smaller   number   of   shares,   or   (4)   issue   by
          reclassification of its  Common Stock (whether pursuant
          to a  merger or consolidation or  otherwise) any shares
          of the Corporation,  then the holder  of each share  of
          Series J  Preferred Stock shall be  entitled to receive
          upon the conversion of such share, the number of shares

                               -5-

<PAGE>
          of  the Corporation which he would  have owned or would
          have been  entitled to  receive after the  happening of
          any  of the events described  above had such share been
          converted immediately prior  to the  happening of  such
          event.   An adjustment made pursuant  to this provision
          shall  become effective  retroactively with  respect to
          conversions made  subsequent to the record  date in the
          case of a  dividend, and shall become  effective on the
          effective   date  in   the  case   of  a   subdivision,
          combination or reclassification.

               (B)  No adjustment in the conversion rate shall be
          required  unless  such   adjustment  would  require  an
          increase or decrease in such rate of at least one-tenth
          of  a   common  share;  provided,   however,  that  any
          adjustments which  by reason  of this  subparagraph (B)
          are not  required to be  made shall be  carried forward
          and taken into account in any subsequent adjustment.

               (3)  The  Corporation shall  at all  times reserve
     and  keep  available out  of  its  authorized Common  Stock,
     solely for the purpose of issue upon conversion of shares of
     Series J Preferred Stock as herein provided,  such number of
     shares  of Common Stock as  shall then be  issuable upon the
     conversion of  all outstanding shares of  Series J Preferred
     Stock.

               (4)  Fractional shares  of Common Stock  shall not
     be  issued upon conversion  of Series J  Preferred Stock nor
     shall cash  adjustments be  made for fractional  shares upon
     such conversion.

               (5)  For the purposes of  this paragraph (f),  the
     term  "Common  Stock"  shall mean  (A)  the  class  of stock
     designated as  the Common  Stock of  the Corporation  at the
     date of these Amended Articles of  Incorporation, or (B) any
     other class  of stock  resulting from successive  changes or
     reclassifications  of such Common Stock consisting solely of
     change  in par value, or from par  value to no par value, or
     from no par value to par value.

          (g)  Liquidation  Rights   -  In   the  event   of  any
liquidation, dissolution  or winding  up of  the  affairs of  the
Corporation, whether voluntary or involuntary, the holders of the
Series  J Preferred Stock shall be entitled, before any assets of
the  Corporation shall be distributed  among or paid  over to the
holders of  the common stock, to receive out of the assets of the
Corporation  $100.00 per share of  Series J Preferred  Stock.  If
upon any such dissolution, liquidation  or winding up, the assets
of the Corporation available for payment to  stockholders are not
sufficient to make payment in full to the holders of the Series J
Preferred Stock, payment shall be made to such holders ratably in
accordance with the  number of shares held  by them and,  in case
there shall then be more than one series of the Preferred Stock 

                               -6-

<PAGE>
outstanding  at  that  time,   ratably  in  accordance  with  the
respective  distributive amount  to which  such holders  shall be
entitled.





                               -7-

<PAGE>
                      ARTICLES OF AMENDMENT
                                TO
                    ARTICLES OF INCORPORATION
                               OF 
                 TELEPHONE AND DATA SYSTEMS, INC.
                ----------------------------------

         Statement of Designation of Preference and Right
                                of
          Redeemable Voting Series JJ Preferred Shares,
        without par value, Stated Value $100.00 Per Share
                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing  and  designating  the Redeemable  Voting  Series JJ
Preferred Shares  and fixing and determining  the relative rights
and  preferences thereof is attached  hereto as Exhibit  A and is
made a part of this statement.

          3.   The  aforesaid  resolution   was  adopted  as   of
September 21, 1990.

          4.   The  aforesaid resolution was  duly adopted by the
Board  of Directors  of  TELEPHONE AND  DATA  SYSTEMS, INC.    No
shareholder vote was required.

          IN WITNESS  WHEREOF, we  have  hereunto subscribed  our
names and  affixed the seal of  this corporation this 4th  day of
March, 1991.

                              TELEPHONE AND DATA SYSTEMS, INC.


                              By:   /s/  LeRoy T.  Carlson       
                                   ---------------------------
                                   LeRoy T. Carlson, Chairman


                              By:   /s/  Michael G.  Hron        
                                   ---------------------------
                                   Michael G. Hron, Secretary

Subscribed and sworn to before
me this 4th day of March, 1991


 /s/ Miriam L. Oberbruner     
--------------------------
      Notary Public

<PAGE>
                                                        Exhibit A

       STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
           REDEEMABLE VOTING SERIES JJ PREFERRED SHARES


          RESOLVED,  that  pursuant  to the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation by the Articles  of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally  of Six  Thousand Seven  Hundred Thirty  Eight (6,738)
shares,  and hereby  fixes the  designation, relative  rights and
preferences thereof as follows:

          (a)  Designation.   The  designation of  the series  of
Preferred Shares created by  this resolution shall be "Redeemable
Voting Series  JJ Preferred  Shares" (hereinafter referred  to as
the  "Series JJ  Preferred  Shares").   The  Series JJ  Preferred
Shares shall have no par  value but shall have a stated  value of
$100.00 per share.

          (b)  Dividends.   Each holder of a  Series JJ Preferred
Share shall be  entitled to receive, when, as  and if declared by
the board  of directors of the  Corporation, out of  funds of the
Corporation  legally  available  therefor,  cumulative  dividends
during each fiscal quarter  that such Series JJ  Preferred Shares
are  outstanding  at a  per annum  dividend  rate of  six dollars
($6.00) per share.   Such dividends shall be payable  as declared
and  cumulative  from  and commence  to  accrue  on  the date  of
original issuance of such Series  JJ Preferred Shares (the "Issue
Date").

          (c)  Redemption at Election of Holder.

               (1)  The  Series  JJ  Preferred  Shares  shall  be
     redeemable, in whole or in part, at the option of the holder
     thereof, on March 1, 1994, upon written notice given by such
     holder,  between September 1, 1993  and December 1, 1993 and
     on the first  day of  March in calendar  years 1997  through
     2012, upon written notice given  by such holder between  the
     first day of  September and the first day of December of the
     immediately  preceding   calendar  year,  of   the  holder's
     election to have the Corporation redeem such shares on March
     1st of  the next  succeeding calendar year  (the "Redemption
     Date").    Notice  of   an  election  under  the  redemption
     provision  above shall  be mailed  (by first  class, postage
     prepaid)  to   the  office  or  agency   maintained  by  the
     Corporation for that purpose and each notice shall state the
     number of Series JJ Preferred Shares to be redeemed, if less
     than all the shares held by the holder giving such notice.

               (2)  Except   as   provided   in   the   preceding
     paragraph, the Series JJ Preferred Shares shall not be

                               -1-

<PAGE>
     subject to  redemption  and  shall  not be  subject  to  the
     election  by  the holder  thereof  to  have the  Corporation
     redeem such Series JJ Preferred Shares.

               (3)  Upon  receipt  of  written  notice  from  the
     holder  of its  election  to redeem,  the Corporation  shall
     redeem  the  Series  JJ  Preferred  Shares  to  be  redeemed
     pursuant  to such  notice  of redemption  on the  Redemption
     Date.  The redemption price (the  "Redemption Price") of the
     Series  JJ Preferred Shares shall be equal to the product of
     the number  of  Series JJ  Preferred  Shares elected  to  be
     redeemed multiplied by the sum of (A) $100.00 per share plus
     (B) all  dividends accrued  and unpaid, whether  declared or
     undeclared,  thereon  through  the  Redemption  Date.    The
     Redemption  Price payable  on any  Redemption Date  shall be
     paid by  check mailed to  the holder  within 30 days  of the
     Redemption Date.

               (4)  If  on  or  before the  Redemption  Date, the
     funds  necessary for  such  redemption shall  have been  set
     aside by the Corporation  so as to be available  for payment
     to  any holder  of  the Series  JJ  Preferred Shares  to  be
     redeemed  pursuant to  such notice  of redemption  upon such
     holder's surrender of such Series JJ Preferred Shares to the
     Corporation,  then,  notwithstanding  that  any  certificate
     representing Series  JJ Preferred  Shares to be  so redeemed
     shall  not  have  been  surrendered  for  cancellation,  the
     dividends  thereon shall cease to accrue  from and after the
     Redemption  Date, and all rights with respect to such Series
     JJ  Preferred Shares to be  so redeemed, including any right
     to vote or otherwise participate in the determination of any
     proposed corporate  action, shall terminate at  the close of
     business on  such Redemption Date, except only  the right of
     the  holder to  receive the  Redemption Price  therefor, but
     without interest.

               (5)  Each holder who has  given notice pursuant to
     subparagraph  (c)(1)  above  shall  deliver  the certificate
     representing the  Series JJ Preferred Shares  to be redeemed
     to  the Corporation with the  notice of the  redemption.  In
     case  fewer   than  all  the  shares   represented  by  such
     certificate are  to be redeemed, a new  certificate shall be
     issued representing the shares which were not so redeemed.

          (d)  Voting Rights.  

               (1)  With respect to all  matters, each holder  of
     Series JJ Preferred Shares shall be entitled to one vote for
     each share of such stock standing  in the name of the holder
     on the books of the Corporation.

               (2)  With  respect to  the election  of directors,
     the holders of  Series JJ Preferred Shares  shall have class
     voting rights (voting together with the holders of (i) other


                               -2-

<PAGE>
     Preferred Shares that are entitled to vote thereon  and that
     were issued after October 31, 1981, and (ii) Series A Common
     Shares) to the extent provided in Article IV of the Articles
     of Incorporation of the Corporation.

          (e)  Preference  Value  in  Liquidation.    The  amount
payable  upon  each Series  JJ Preferred  Share  in the  event of
either voluntary or involuntary liquidation shall be $100.00.



                               -3-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
        $8.50 Cumulative Voting Series K, Preferred Stock,
          without par value, Stated Value $100 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the board of directors
establishing and designating the $8.50 Cumulative Voting Series K
Preferred Stock  and fixing  and determining the  relative rights
and  preferences thereof is attached  hereto as Exhibit  A and is
made a part of this statement.

          3.   The aforesaid resolution  was adopted on September
8, 1978.

          4.   The aforesaid resolution  was duly adopted by  the
board of directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and affixed  the seal of  said corporation this 7th  day of
December, 1978.

                              TELEPHONE AND DATA SYSTEMS, INC.



                              By  /s/  LeRoy T. Carlson          
                                   ---------------------------
                                        President



                                  /s/  Herbert S.  Wander        
                                   ---------------------------
                                        Secretary

<PAGE>
STATE OF ILLINOIS   )
                    )    SS.
COUNTY OF COOK      )


          On  this 7th day of December, 1978, before me, a Notary
Public, in  and for said  county, personally appeared  Herbert S.
Wander,  who, being  by me  duly sworn,  did say  that he  is the
secretary of said corporation and that said instrument was signed
and sealed on behalf of the  said corporation by authority of its
Board  of Directors and  the said Herbert  S. Wander acknowledged
the execution of said instrument to be the voluntary act and deed
of said corporation.

          IN  WITNESS WHEREOF,  I have hereunto  set my  hand and
seal the day and year before written.


                                     /s/ Clote  Smith            
                                   ---------------------------
                                           Notary Public

[SEAL]


                               -2-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
        $8.50 Cumulative Voting Series K Preferred Stock,
          Without Par Value, Stated Value $100 Per Share

                ----------------------------------


          RESOLVED,  that  pursuant  to the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby  creates and authorizes the issuance of a series
of the preferred  stock of the Corporation  to consist originally
of 19,000 shares  and hereby fixes  the designations, powers  and
preferences and  the qualifications, limitations  or restrictions
thereof as follows:

          (a)  Designation  - The  designation  of the  preferred
stock  created  by this  resolution  shall  be "$8.50  Cumulative
Voting  Series K  Preferred  Stock" (hereinafter  referred to  as
"Series  K Preferred Stock").  The Series K Preferred Stock shall
have no par value but shall have a stated value of $100.00.

          (b)  Dividends - The holders  of the Series K Preferred
Stock shall  be entitled to receive, when  and as declared by the
board of directors of  the Corporation, out of any  assets of the
Corporation available for  dividends pursuant to the  laws of the
State  of  Iowa,  preferential  dividends at  the  rate  of eight
dollars and 50/100  dollars ($8.50)  per annum per  share and  no
more.   The dividends, when  payable, shall be  paid quarterly on
the first days  of March,  June, September and  December in  each
year, before  any dividends shall be declared or paid upon or set
apart for  the common stock of  the Company for that  year.  Such
dividends upon the  preferred stock shall be cumulative  from the
date of issue thereof so that if dividends  for any past dividend
period at the rate of eight and 50/100 dollars ($8.50)  per annum
shall not have been paid thereon or declared and a sum sufficient
for payment thereof set apart, the deficiency shall be fully paid
or set apart but  without interest, before any dividend  shall be
paid upon or set apart  for the common stock.  Whenever  the full
dividend upon the preferred  stock for all past  dividend periods
shall have been  paid and the full dividend  thereon for the then
current  dividend period shall have  been paid or  declared and a
sum sufficient for  the payment thereof set apart, dividends upon
the common stock may be declared by the board of directors out of
the remainder of the assets available therefor.

          (c)  Sinking Fund - The  Corporation shall set aside as
a sinking fund for the redemption of the Series K Preferred Stock
the sum of $271,428.57 on December 1, 1984 and a like amount on 
                               -3-

<PAGE>
December  1  in  each  year  thereafter  to  and including  1990;
provided,  however, that the Corporation shall not be required to
set aside  an amount greater than the total of $100 multiplied by
the number of shares of Series K Preferred Stock then outstanding
plus accrued  and  unpaid dividends,  whether  or not  earned  or
declared.

          Funds  so  set aside  for  the  sinking fund  shall  be
applied by or at the direction  of the Corporation on December  1
of each year  beginning 1984, to the redemption of  shares of the
Series K  Preferred Stock at a price equal to $100 per share plus
accrued  and unpaid dividends, whether  or not earned or declared
on each  share so  redeemed, to and  including the  date of  such
redemption, in the manner, upon  a notice and with the  effect as
set forth hereinafter.  Accrued and unpaid dividends on shares of
the Series K Preferred  Stock to be redeemed through  the sinking
fund shall not be charged to funds deposited in the sinking fund,
but shall be paid out of other funds of the Corporation.

          Notice  of the redemption of  any of the  shares of the
Series K Preferred Stock shall be mailed to each holder of shares
of the Series  K Preferred  Stock to  be redeemed  not less  than
thirty (30)  days prior to the date upon which such shares are to
be  redeemed.  If on or before  the redemption date named in such
notice, the funds necessary  for such redemption shall have  been
set aside by the Corporation so as to be available for payment on
demand to the  holders of the shares of Series  K Preferred Stock
so  called   for  redemption,  then,  notwithstanding   that  any
certificate of  the  Series  K  Preferred  Stock  so  called  for
redemption shall not have  been surrendered for cancellation, the
dividends thereon shall cease  to accrue from and after  the date
of  redemption so designated, and all rights with respect to such
Series K Preferred Stock so called for redemption, including  any
right to  vote or otherwise  participate in the  determination of
any  proposed  corporate  action,   shall  forthwith  after  such
redemption date cease and terminate, except only the right of the
holder  to receive  the  redemption price  therefor, but  without
interest.  Each payment  shall be allocated among the  holders of
the  Series  K  Preferred  Stock  in  proportion,  as  nearly  as
practicable,  to the  respective  number of  shares  of Series  K
Preferred  Stock held by  each such holder,  with adjustments, to
the extent practicable,  to equalize for  any prior payments  not
made in exactly such proportion.  In no event, however, shall the
Corporation  allocate  any  payment  so   as  to  result  in  the
redemption of  a fraction of  a share; only  whole shares  of the
Series  K Preferred  Stock  shall be  redeemed.   Stock  redeemed
pursuant to the provisions hereof or any Series K Preferred Stock
purchased  or otherwise acquired shall  not be reissued but shall
be  cancelled  and  proceedings  shall be  taken  in  the  manner
prescribed by statute to reduce the shares accordingly.

          (d)  Voting  Rights  - The  holders  of  the shares  of
Series K Preferred Stock shall be  entitled to one vote for  each
share of such stock standing in the name of the holder on the

                               -4-

<PAGE>
books of the Corporation and shall vote together with the holders
of the common stock of the Corporation as one class.

          (e)  Preemptive  Rights -  No holder  of any  shares of
Series K  Preferred  Stock shall  have  any preemptive  right  to
subscribe for or acquire additional shares of the Corporation  of
the same or  any other class,  whether such shares  be hereby  or
hereafter authorized; and  no holder of Series  K Preferred Stock
shall have any preemptive  right to acquire any shares  which may
be held in the  treasury of the Corporation; all  such additional
or treasury shares  may be  sold for such  consideration at  such
time and to such person or persons as the board  of directors may
from time to time determine.

          (f)  Liquidation  Rights   -  In  the   event  of   any
liquidation, dissolution  or winding  up of  the  affairs of  the
Corporation, whether voluntary or involuntary, the holders of the
Series  K Preferred Stock shall be entitled, before any assets of
the  Corporation shall be distributed  among or paid  over to the
holders of  the common stock, to receive out of the assets of the
Company $100.00 per  share of Series K Preferred Stock.   If upon
any such  liquidation, dissolution or  winding up, the  assets of
the  Corporation available  for payment  to stockholders  are not
sufficient to make payment in full to the holders of the Series K
Preferred Stock, payment shall be made to such holders ratably in
accordance with the number  of shares held by  them and, in  case
there shall then  be more than one series of  the Preferred Stock
ratably in accordance with  the respective distributive amount to
which such holders shall be entitled.



                               -5-

<PAGE>
                      ARTICLES OF AMENDMENT
                                TO
                    ARTICLES OF INCORPORATION
                               OF 
                 TELEPHONE AND DATA SYSTEMS, INC.
                ----------------------------------

         Statement of Designation of Preference and Right
                                of
          Redeemable Voting Series KK Preferred Shares,
        without par value, Stated Value $100.00 Per Share
                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing  and  designating  the Redeemable  Voting  Series KK
Preferred Shares  and fixing and determining  the relative rights
and  preferences thereof is attached  hereto as Exhibit  A and is
made a part of this statement.

          3.   The  aforesaid  resolution   was  adopted  as   of
September 21, 1990.

          4.   The  aforesaid resolution was  duly adopted by the
Board  of Directors  of  TELEPHONE AND  DATA  SYSTEMS, INC.    No
shareholder vote was required.

          IN WITNESS  WHEREOF, we  have  hereunto subscribed  our
names and  affixed the seal of  this corporation this 4th  day of
March, 1991.

                              TELEPHONE AND DATA SYSTEMS, INC.


                              By:   /s/ LeRoy T. Carlson         
                                   ----------------------------
                                   LeRoy T. Carlson, Chairman


                              By:   /s/ Michael G. Hron          
                                   ----------------------------
                                   Michael G. Hron, Secretary

Subscribed and sworn to before
me this 4th day of March, 1991


 /s/ Miriam L. Oberbruner     
-----------------------------
      Notary Public

<PAGE>
                                                        Exhibit A
       STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
           REDEEMABLE VOTING SERIES KK PREFERRED SHARES


          RESOLVED,  that pursuant  to  the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation by the Articles  of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally  of Six  Thousand  Seven Hundred  Thirty Five  (6,735)
shares,  and hereby  fixes the  designation, relative  rights and
preferences thereof as follows:

          (a)  Designation.   The  designation  of the  series of
Preferred Shares created by  this resolution shall be "Redeemable
Voting Series  KK Preferred  Shares" (hereinafter referred  to as
the  "Series  KK Preferred  Shares").   The  Series  KK Preferred
Shares shall have  no par value but shall have  a stated value of
$100.00 per share.

          (b)  Dividends.   Each holder of a  Series KK Preferred
Share  shall be entitled to receive,  when, as and if declared by
the board of directors  of the Corporation,  out of funds of  the
Corporation  legally  available  therefor,  cumulative  dividends
during each fiscal  quarter that such Series  KK Preferred Shares
are  outstanding  at a  per annum  dividend  rate of  six dollars
($6.00) per share.   Such dividends shall be payable  as declared
and  cumulative  from  and commence  to  accrue  on  the date  of
original issuance of  such Series KK Preferred Shares (the "Issue
Date").

          (c)  Redemption at Election of Holder.

               (1)  The  Series  KK  Preferred  Shares  shall  be
     redeemable, in whole or in part, at the option of the holder
     thereof, on March 1, 1995, upon written notice given by such
     holder, between September  1, 1994 and December 1,  1994 and
     on the first  day of  March in calendar  years 1997  through
     2012, upon written  notice given by such  holder between the
     first  day of September and the first day of December of the
     immediately  preceding  calendar   year,  of  the   holder's
     election to have the Corporation redeem such shares on March
     1st of  the next  succeeding calendar year  (the "Redemption
     Date").    Notice  of   an  election  under  the  redemption
     provision  above shall  be mailed  (by first  class, postage
     prepaid)  to   the  office  or  agency   maintained  by  the
     Corporation for that purpose and each notice shall state the
     number of Series KK Preferred Shares to be redeemed, if less
     than all the shares held by the holder giving such notice.

               (2)  Except   as   provided   in   the   preceding
     paragraph, the Series KK Preferred Shares shall not be

                               -1-

<PAGE>
     subject to  redemption  and  shall  not be  subject  to  the
     election  by  the holder  thereof  to  have the  Corporation
     redeem such Series KK Preferred Shares.

               (3)  Upon  receipt  of  written  notice  from  the
     holder  of its  election  to redeem,  the Corporation  shall
     redeem  the  Series  KK  Preferred  Shares  to  be  redeemed
     pursuant  to such  notice  of redemption  on the  Redemption
     Date.  The redemption price (the  "Redemption Price") of the
     Series  KK Preferred Shares shall be equal to the product of
     the number  of  Series KK  Preferred  Shares elected  to  be
     redeemed multiplied by the sum of (A) $100.00 per share plus
     (B) all  dividends accrued  and unpaid, whether  declared or
     undeclared,  thereon  through  the  Redemption  Date.    The
     Redemption  Price payable  on any  Redemption Date  shall be
     paid by  check mailed to  the holder  within 30 days  of the
     Redemption Date.

               (4)  If  on  or  before the  Redemption  Date, the
     funds  necessary for  such  redemption shall  have been  set
     aside by the Corporation  so as to be available  for payment
     to  any holder  of  the Series  KK  Preferred Shares  to  be
     redeemed  pursuant to  such notice  of redemption  upon such
     holder's surrender of such Series KK Preferred Shares to the
     Corporation,  then,  notwithstanding  that  any  certificate
     representing Series  KK Preferred  Shares to be  so redeemed
     shall  not  have  been  surrendered  for  cancellation,  the
     dividends  thereon shall cease to accrue  from and after the
     Redemption  Date, and all rights with respect to such Series
     KK  Preferred Shares to be  so redeemed, including any right
     to vote or otherwise participate in the determination of any
     proposed corporate  action, shall terminate at  the close of
     business on  such Redemption Date, except only  the right of
     the  holder to  receive the  Redemption Price  therefor, but
     without interest.

               (5)  Each holder who has  given notice pursuant to
     subparagraph  (c)(1)  above  shall  deliver  the certificate
     representing the  Series KK Preferred Shares  to be redeemed
     to  the Corporation with the  notice of the  redemption.  In
     case  fewer   than  all  the  shares   represented  by  such
     certificate are  to be redeemed, a new  certificate shall be
     issued representing the shares which were not so redeemed.

          (d)  Voting Rights.  

               (1)  With respect to all  matters, each holder  of
     Series KK Preferred Shares shall be entitled to one vote for
     each share of such stock standing  in the name of the holder
     on the books of the Corporation.

               (2)  With  respect to  the election  of directors,
     the holders of  Series KK Preferred Shares  shall have class
     voting rights (voting together with the holders of (i) other

                               -2-

<PAGE>
     Preferred Shares that are entitled to vote thereon  and that
     were issued after October 31, 1981, and (ii) Series A Common
     Shares) to the extent provided in Article IV of the Articles
     of Incorporation of the Corporation.

          (e)  Preference  Value  in  Liquidation.    The  amount
payable  upon  each Series  KK Preferred  Share  in the  event of
either voluntary or involuntary liquidation shall be $100.00.


                               -3-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
           $7.50 Cumulative Convertible and Redeemable
                Voting Series L, Preferred Stock,
          without par value, Stated Value $100 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the board of directors
establishing and designating the $7.50 Cumulative Convertible and
Redeemable  Voting  Series  L  Preferred  Stock  and  fixing  and
determining  the  relative  rights  and  preferences  thereof  is
attached  hereto  as  Exhibit  A  and is  made  a  part  of  this
statement.

          3.   The aforesaid resolution  was adopted on  February
1, 1979.

          4.   The  aforesaid resolution was  duly adopted by the
board of directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and affixed the seal of  said corporation this 24th day  of
August, 1979.

                              TELEPHONE AND DATA SYSTEMS, INC.



                              By  /s/ LeRoy T. Carlson           
                                   ----------------------------
                                        President



                                  /s/ Michael G. Hron            
                                   ----------------------------
                                        Secretary

<PAGE>
STATE OF ILLINOIS   )
                    )    SS.
COUNTY OF COOK      )


          On this 24th day  of August, 1979, before me,  a Notary
Public, in  and for said  county, personally appeared  Michael G.
Hron, who,  being  by me  duly  sworn, did  say  that he  is  the
secretary of said corporation and that said instrument was signed
and sealed on behalf of the  said corporation by authority of its
Board  of Directors and the said Michael G. Hron acknowledges the
execution of said instrument to be the voluntary act  and deed of
said corporation.

          IN  WITNESS WHEREOF,  I have hereunto  set my  hand and
seal the day and year before written.


                                     /s/ Robert C. Bonges        
                                   ----------------------------
                                           Notary Public




                               -2-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preference and Rights
                                of
           $7.50 Cumulative Convertible and Redeemable
                Voting Series L, Preferred Stock,
          Without Par Value, Stated Value $100 Per Share

                ----------------------------------


          RESOLVED,  that  pursuant  to  the  authority expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby creates and authorizes the issuance of a twelfth
series  of  the preferred  stock  of the  Corporation  to consist
originally  of 3,750  shares and  hereby fixes  the designations,
powers and  preferences  and the  qualifications, limitations  or
restrictions thereof as follows:

          (a)  Designation -  The  designation of  the  preferred
stock  created  by this  resolution  shall  be "$7.50  Cumulative
Convertible  and  Redeemable  Voting  Series L  Preferred  Stock"
(hereinafter referred  to as  "Series L  Preferred Stock").   The
Series L Preferred Stock shall have no par value but shall have a
stated value of $100.00 per share.

          (b)  Dividends - The holders  of the Series L Preferred
Stock shall be entitled to receive,  when and as declared by  the
board of directors  of the Corporation, out of any  assets of the
Corporation available  for dividends pursuant to the  laws of the
State  of Iowa, preferential dividends  at the rate  of seven and
one-half dollars ($7.50) per  annum per share  and no more.   The
dividends, when payable,  shall be  paid quarterly  on the  first
days  of March, June, September and December in each year, before
any dividends shall be declared or paid upon or set apart for the
common stock of the Corporation for that quarter.  Such dividends
upon  the Series L Preferred  Stock shall be  cumulative from the
date  of issue thereof so that if dividends for any past dividend
period  at the  rate of  seven and  one-half dollars  ($7.50) per
annum per share shall not have  been paid thereon or declared and
a sum  sufficient for payment  thereof set apart,  the deficiency
shall be fully paid or set apart but without interest, before any
dividend shall be paid  upon or set  apart for the common  stock;
provided, however,  that no  dividends shall be  declared on  the
shares of any series  of preferred stock for any  dividend period
unless the  full dividend  for all  prior dividend  periods shall
have been declared or shall be declared at the same time upon all
preferred stock  outstanding during such prior  dividend periods,
and further provided that  no dividends shall be declared  on the
shares of any series of preferred stock unless a dividend for the
same period shall be declared at the same time upon all preferred

                               -3-

<PAGE>
stock outstanding  during said period  in like proportion  to the
dividend  rate upon such shares.  Whenever the full dividend upon
all  the preferred stock for all past dividend periods shall have
been  paid and  the full  dividend thereon  for the  then current
dividend  period shall  have  been paid  or  declared and  a  sum
sufficient for the payment thereof set apart, dividends upon  the
common stock may be declared by the board of directors out of the
remainder of the assets available therefor.

          (c)  Redemption   -  Unless   such  shares   have  been
converted pursuant  to paragraph  (f) hereof prior  to the  tenth
anniversary of the  date of issue thereof, the Corporation shall,
beginning  with the  eleventh anniversary  of the  date of  issue
thereof, and  annually thereafter on each  subsequent anniversary
of the  date of  issue thereof,  redeem ten  (10) percent of  the
number  of Series  L  Preferred Stock  outstanding  on the  tenth
anniversary of the date  of issue thereof, until all  such shares
have been redeemed.

          Notice of any redemption shall be mailed to each holder
of Series L  Preferred Stock to be redeemed not  less than thirty
(30)  days prior  to the  date  upon which  such stock  is to  be
redeemed.   If on or  before the  redemption date  named in  such
notice, the  funds necessary for such redemption  shall have been
set aside by the Corporation so as to be available for payment on
demand  to the holders of the Series  L Preferred Stock so called
for redemption then, notwithstanding  that any certificate of the
Series  L Preferred Stock so called for redemption shall not have
been surrendered  for cancellation, the  dividends thereon  shall
cease to  accrue from and  after the date  of such redemption  so
designated,  and  all  rights  with  respect  to  such  Series  L
Preferred Stock so called for redemption, including  any right to
vote  or  otherwise  participate  in  the  determination  of  any
proposed corporate action, shall forthwith after  such redemption
date cease and terminate, except only the right of the holder  to
receive  the redemption  price  therefor, but  without  interest.
Stock  redeemed pursuant to the provisions hereof or any Series L
Preferred  Stock purchased  or  otherwise acquired  shall not  be
reissued but shall be cancelled and proceedings shall be taken in
the  manner  prescribed  by  statute  to  reduce  the  number  of
outstanding shares of Series L Preferred Stock accordingly.

          (d)  Voting  Rights  - The  holders  of  the shares  of
Series L Preferred Stock  shall be entitled to one vote  for each
share of such  stock standing in  the name of  the holder on  the
books of the Corporation and shall vote together with the holders
of the  common stock  and  the holders  of  other series  of  the
preferred stock of the Corporation as one class.

          (e)  Pre-emptive Rights  - No  holder of any  shares of
Series L  Preferred Stock  shall  have any  pre-emptive right  to
subscribe for  or acquire additional shares of the Corporation of
the same  or any  other class or  series, whether such  shares be
hereby or hereafter authorized; and no holder of Series L

                               -4-

<PAGE>
Preferred  Stock shall have any pre-emptive  right to acquire any
shares which may be held in the treasury of the Corporation;  all
such  additional  or   treasury  shares  may  be  sold  for  such
consideration  at such time and to such  person or persons as the
board of directors may from time to time determine.

          (f)  Conversion -

               (1)  The  Series  L   Preferred  Stock  shall   be
     convertible  into common stock as hereinafter provided, and,
     when  and as  so converted,  such  Series L  Preferred Stock
     shall  be cancelled and retired and shall not be reissued as
     such.   Commencing  upon issuance  and terminating  five (5)
     years  thereafter,  the  Series  L Preferred  Stock  may  be
     converted,  upon thirty  (30)  days' written  notice to  the
     Corporation,  into common  stock of  the Corporation  at the
     rate  of ten (10)  shares of common stock  for each share of
     Series L Preferred Stock.  Thereafter,  until ten (10) years
     after  issuance,  the  Series   L  Preferred  Stock  may  be
     converted,  upon thirty  (30)  days' written  notice to  the
     Corporation,  into common  stock of  the Corporation  at the
     rate of nine  (9) shares of common  stock for each share  of
     Series L Preferred Stock.  On presentation  and surrender to
     the  Corporation  at its  offices  of  the certificates  for
     shares  of the Series L Preferred Stock to be converted, the
     holder  of  such  stock  shall be  entitled  to  receive  in
     exchange therefor certificates for  shares of the fully paid
     and non-assessable  common stock  of the Corporation  at the
     rate  aforesaid,  all  under  suitable  regulations  to   be
     prescribed  by the  board of  directors of  the Corporation.
     Conversion  of  Series  L  Preferred  Stock  in  the  manner
     aforesaid  shall  not affect  the  right  of the  converting
     holder of such stock to receive dividends accrued but unpaid
     on such shares as  of the dividend payment date  immediately
     prior to conversion.

               (2)  The  number of  shares of  common stock  into
     which each share of Series L Preferred Stock is convertible,
     shall  be subject  to adjustment  from time  to time  as set
     forth in subparagraphs (A) and (B) of this paragraph (2):

               (A)  In  case  the  Corporation shall  (1)  pay  a
          dividend  on   its  common  stock  in   shares  of  the
          Corporation,  (2)  subdivide  its   outstanding  common
          stock, (3) combine the  outstanding common stock into a
          smaller   number   of   shares,   or   (4)   issue   by
          reclassification of its common stock  (whether pursuant
          to a  merger or consolidation or  otherwise) any shares
          of the  Corporation, then the  holder of each  share of
          Series L  Preferred Stock shall be  entitled to receive
          upon the conversion of such share, the number of shares
          of the Corporation which  he would have owned or  would
          have been  entitled to  receive after the  happening of
          any of the events described above had such share been

                               -5-

<PAGE>
          converted immediately  prior to the  happening of  such
          event.   An adjustment made pursuant  to this provision
          shall  become effective  retroactively with  respect to
          conversions made  subsequent to the record  date in the
          case of a dividend, and  shall become effective on  the
          effective  date   in   the  case   of  a   subdivision,
          combination or reclassification.

               (B)  No adjustment in the conversion rate shall be
          required  unless  such   adjustment  would  require  an
          increase or decrease in such rate of at least one-tenth
          (1/10) of  a common share; provided,  however, that any
          adjustments  which by reason  of this  subparagraph (B)
          are  not required to  be made shall  be carried forward
          and taken into account in any subsequent adjustment.

               (3)  The  Corporation shall  at all  times reserve
     and  keep  available out  of  its  authorized common  stock,
     solely for the purpose of issue upon conversion of shares of
     Series  L Preferred Stock as herein provided, such number of
     shares  of common stock as  shall then be  issuable upon the
     conversion of  all outstanding shares of  Series L Preferred
     Stock.

               (4)  Fractional shares  of common stock  shall not
     be issued upon  conversion of Series L  Preferred Stock, nor
     shall cash  adjustments be  made for fractional  shares upon
     such conversion.

               (5)  For purposes of this  paragraph (f), the term
     "common stock" shall mean (A)  the class of stock designated
     as the common stock of the  Corporation at the date of these
     Amended Articles of Incorporation, or (B) any other class of
     stock resulting from successive changes or reclassifications
     of  such common  stock consisting  solely of  change in  par
     value,  or a  change from par  value to  no par  value, or a
     change from no par value to par value.

          (g)  Liquidation  Rights  -   In  the   event  of   any
liquidation,  dissolution or  winding up  of the  affairs of  the
Corporation, whether voluntary or involuntary, the holders of the
Series  L Preferred Stock shall be entitled, before any assets of
the  Corporation shall be distributed  among or paid  over to the
holders of  the common stock, to receive out of the assets of the
Corporation  $100.00 per share of  Series L Preferred  Stock.  If
upon any such dissolution, liquidation or winding up,  the assets
of  the Corporation available for payment to stockholders are not
sufficient to make payment in full to the holders of the Series L
Preferred Stock, payment shall be made to such holders ratably in
accordance  with the number  of shares held by  them and, in case
there  shall  then be  more than  one  series of  preferred stock
outstanding  at  that  time,   ratably  in  accordance  with  the
respective  distributive amount  to which  such holders  shall be
entitled.


                               -6-

<PAGE>
                      ARTICLES OF AMENDMENT
                                TO
                    ARTICLES OF INCORPORATION
                               OF 
                 TELEPHONE AND DATA SYSTEMS, INC.
                ----------------------------------

         Statement of Designation of Preference and Right
                                of
          Redeemable Voting Series LL Preferred Shares,
        without par value, Stated Value $100.00 Per Share
                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing  and  designating  the Redeemable  Voting  Series LL
Preferred Shares  and fixing and determining  the relative rights
and  preferences thereof is attached  hereto as Exhibit  A and is
made a part of this statement.

          3.   The  aforesaid  resolution   was  adopted  as   of
September 21, 1990.

          4.   The  aforesaid resolution was  duly adopted by the
Board  of Directors  of  TELEPHONE AND  DATA  SYSTEMS, INC.    No
shareholder vote was required.

          IN WITNESS  WHEREOF, we  have  hereunto subscribed  our
names and  affixed the seal of  this corporation this 4th  day of
March, 1991.

                              TELEPHONE AND DATA SYSTEMS, INC.


                              By:   /s/ LeRoy T. Carlson         
                                   ----------------------------
                                   LeRoy T. Carlson, Chairman


                              By:   /s/ Michael G. Hron          
                                   ----------------------------
                                   Michael G. Hron, Secretary

Subscribed and sworn to before
me this 4th day of March, 1991


 /s/ Miriam L. Oberbruner     
--------------------------
      Notary Public

<PAGE>
                                                        Exhibit A

       STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
           REDEEMABLE VOTING SERIES LL PREFERRED SHARES


          RESOLVED,  that  pursuant  to the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation by the Articles  of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally  of Six  Thousand  Seven Hundred  Thirty Five  (6,735)
shares,  and hereby  fixes the  designation, relative  rights and
preferences thereof as follows:

          (a)  Designation.   The  designation of  the series  of
Preferred Shares created by  this resolution shall be "Redeemable
Voting Series  LL Preferred  Shares" (hereinafter referred  to as
the  "Series LL  Preferred  Shares").   The  Series LL  Preferred
Shares shall have no par  value but shall have a stated  value of
$100.00 per share.

          (b)  Dividends.   Each holder of a  Series LL Preferred
Share shall be  entitled to receive, when, as  and if declared by
the board  of directors of the  Corporation, out of  funds of the
Corporation  legally  available  therefor,  cumulative  dividends
during each fiscal quarter  that such Series LL  Preferred Shares
are  outstanding  at a  per annum  dividend  rate of  six dollars
($6.00) per share.   Such dividends shall be payable  as declared
and  cumulative  from  and commence  to  accrue  on  the date  of
original issuance of such Series  LL Preferred Shares (the "Issue
Date").

          (c)  Redemption at Election of Holder.

               (1)  The  Series  LL  Preferred  Shares  shall  be
     redeemable, in whole or in part, at the option of the holder
     thereof, on March 1, 1996, upon written notice given by such
     holder,  between September 1, 1995  and December 1, 1995 and
     on the first  day of  March in calendar  years 1997  through
     2012, upon written notice given  by such holder between  the
     first day of  September and the first day of December of the
     immediately  preceding   calendar  year,  of   the  holder's
     election to have the Corporation redeem such shares on March
     1st of  the next  succeeding calendar year  (the "Redemption
     Date").    Notice  of   an  election  under  the  redemption
     provision  above shall  be mailed  (by first  class, postage
     prepaid)  to   the  office  or  agency   maintained  by  the
     Corporation for that purpose and each notice shall state the
     number of Series LL Preferred Shares to be redeemed, if less
     than all the shares held by the holder giving such notice.

               (2)  Except   as   provided   in   the   preceding
     paragraph, the Series LL Preferred Shares shall not be

                               -1-

<PAGE>
subject to redemption and shall not be subject to the election by
the  holder thereof to have the Corporation redeem such Series LL
Preferred Shares.

               (3)  Upon  receipt  of  written  notice  from  the
     holder  of its  election  to redeem,  the Corporation  shall
     redeem  the  Series  LL  Preferred  Shares  to  be  redeemed
     pursuant  to such  notice  of redemption  on the  Redemption
     Date.  The redemption price (the  "Redemption Price") of the
     Series  LL Preferred Shares shall be equal to the product of
     the number  of  Series LL  Preferred  Shares elected  to  be
     redeemed multiplied by the sum of (A) $100.00 per share plus
     (B) all  dividends accrued  and unpaid, whether  declared or
     undeclared,  thereon  through  the  Redemption  Date.    The
     Redemption  Price payable  on any  Redemption Date  shall be
     paid by  check mailed to  the holder  within 30 days  of the
     Redemption Date.

               (4)  If  on  or  before the  Redemption  Date, the
     funds  necessary for  such  redemption shall  have been  set
     aside by the Corporation  so as to be available  for payment
     to  any holder  of  the Series  LL  Preferred Shares  to  be
     redeemed  pursuant to  such notice  of redemption  upon such
     holder's surrender of such Series LL Preferred Shares to the
     Corporation,  then,  notwithstanding  that  any  certificate
     representing Series  LL Preferred  Shares to be  so redeemed
     shall  not  have  been  surrendered  for  cancellation,  the
     dividends  thereon shall cease to accrue  from and after the
     Redemption  Date, and all rights with respect to such Series
     LL  Preferred Shares to be  so redeemed, including any right
     to vote or otherwise participate in the determination of any
     proposed corporate  action, shall terminate at  the close of
     business on  such Redemption Date, except only  the right of
     the  holder to  receive the  Redemption Price  therefor, but
     without interest.

               (5)  Each holder who has  given notice pursuant to
     subparagraph  (c)(1)  above  shall  deliver  the certificate
     representing the  Series LL Preferred Shares  to be redeemed
     to  the Corporation with the  notice of the  redemption.  In
     case  fewer   than  all  the  shares   represented  by  such
     certificate are  to be redeemed, a new  certificate shall be
     issued representing the shares which were not so redeemed.

          (d)  Voting Rights.  

               (1)  With respect to all  matters, each holder  of
     Series LL Preferred Shares shall be entitled to one vote for
     each share of such stock standing  in the name of the holder
     on the books of the Corporation.

               (2)  With  respect to  the election  of directors,
     the holders of  Series LL Preferred Shares  shall have class
     voting rights (voting together with the holders of (i) other

                               -2-

<PAGE>
Preferred  Shares that are entitled to vote thereon and that were
issued after October 31,  1981, and (ii) Series A  Common Shares)
to  the  extent  provided  in  Article  IV  of  the  Articles  of
Incorporation of the Corporation.

          (e)  Preference  Value  in  Liquidation.    The  amount
payable  upon  each Series  LL Preferred  Share  in the  event of
either voluntary or involuntary liquidation shall be $100.00.


                               -3-

<PAGE>
                 TELEHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
       $10.00 Cumulative Voting Series M, Preferred Stock,
          without par value, Stated Value $100 Per Share

                ----------------------------------


          1.   The name  of the corporation is  TELEHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the board of directors
establishing  and designating the $10.00 Cumulative Voting Series
M Preferred Stock and fixing and  determining the relative rights
and  preferences thereof is attached  hereto as Exhibit  A and is
made a part of this statement.

          3.   The aforesaid  resolution was adopted  on May  21,
1980.

          4.   The aforesaid resolution  was duly adopted by  the
board of directors of TELEHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and  affixed the seal of said  corporation this 15th day of
August, 1980.

                              TELEHONE AND DATA SYSTEMS, INC.



                              By  /s/ LeRoy T. Carlson           
                                   ----------------------------
                                        President



                                  /s/ Michael G. Hron            
                                   ----------------------------
                                        Secretary

<PAGE>
STATE OF ILLINOIS   )
                    )    SS.
COUNTY OF COOK      )


          On this 15th day  of August, 1980, before me,  a Notary
Public, in  and for said  county, personally appeared  Michael G.
Hron, who,  being  by me  duly  sworn, did  say  that he  is  the
secretary of said corporation and that said instrument was signed
and sealed on behalf of the  said corporation by authority of its
Board  of Directors and the said Michael G. Hron acknowledges the
execution of said instrument to be the voluntary act  and deed of
said corporation.

          IN  WITNESS WHEREOF,  I have hereunto  set my  hand and
seal the day and year before written.


                                     /s/ Clote Smith             
                                   ----------------------------
                                           Notary Public

[NOTARIAL SEAL]


                               -2-

<PAGE>
                 TELEHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
       $10.00 Cumulative Voting Series M Preferred Shares,
          Without Par Value, Stated Value $100 Per Share

                ----------------------------------


          RESOLVED,  that  pursuant  to the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby  creates and authorizes the issuance of a series
of the Preferred Shares of  the Corporation to consist originally
of  60,000  shares and  hereby  fixes  the designation,  relative
rights and preferences thereof as follows:

          (a)  Designation  - The  designation of  the series  of
Preferred  Shares created  by  this resolution  shall be  "$10.00
Cumulative   Voting  Series  M   Preferred  Shares"  (hereinafter
referred  to as  "Series  M Preferred  Shares").   The  Series  M
Preferred Shares  shall have no par value but shall have a stated
value of $100.00 per share.

          (b)  Dividends - The holders  of the Series M Preferred
Shares shall be entitled to receive, when and as declared  by the
board of directors of  the Corporation, out of any  assets of the
Corporation available for  dividends pursuant to the  laws of the
State  of Iowa, preferential dividends at the rate of ten dollars
($10.00) per share  per annum and no  more.  The dividends,  when
payable,  shall be  paid quarterly  on the  first days  of March,
June, September and December in each year (prorated if the period
such stock is outstanding  prior to the first  quarterly dividend
date is less than a calendar quarter), before any dividends shall
be declared  or paid upon or  set apart for the  Common Shares or
Series  A Common Shares  of the Corporation for  that year.  Such
dividends upon the Series M  Preferred Shares shall be cumulative
from the  date of issue thereof so that if dividends for any past
dividend period at  the rate  of ten dollars  ($10.00) per  annum
shall not have been paid thereon or declared and a sum sufficient
for payment thereof set apart, the deficiency shall be fully paid
or set apart but  without interest, before any dividend  shall be
paid upon or  set apart for the Common Shares  or Series A Common
Shares.  Whenever the  full dividend upon the Series  M Preferred
Shares for all past dividend periods shall have been paid and the
full dividend thereon for the  then current dividend period shall
have been paid or declared  and a sum sufficient for the  payment
thereof  set apart, dividends upon the Common Shares and Series A
Common  Shares may be declared  by the board  of directors out of
the remainder of the assets available therefor.


                               -3-

<PAGE>
          (c)  Sinking Fund - The  Corporation shall set aside as
a  sinking fund for the  redemption of Series  M Preferred Shares
the  sum of $150,000 on  the sixteenth quarterly dividend payment
date  after issuance and a like amount on each quarterly dividend
payment date thereafter for  twenty-three (23) quarterly  payment
dates  and  the  sum  of  $2,400,000  on  the  fortieth quarterly
dividend payment date after issuance; provided, however, that the
Corporation  shall not be required to set aside an amount greater
than the total of $100.00 multiplied  by the number of shares  of
Series M  Preferred Shares outstanding  at any time  plus accrued
and unpaid dividends, whether or not earned or declared.

          Funds  so  set aside  for  the  sinking fund  shall  be
applied  by  or  at the  direction  of  the  Corporation on  such
quarterly dividend  payment dates to the redemption  of shares of
the Series  M Preferred Shares  at a  price equal to  $100.00 per
share plus accrued and unpaid dividends, whether or not earned or
declared on each share so redeemed, to and including the  date of
such redemption, in the manner, upon a notice and with the effect
as  set forth hereinafter.   Accrued and unpaid  dividends on the
Series M Preferred Shares to be redeemed through the sinking fund
shall not be charged to funds deposited  in the sinking fund, but
shall be paid out of other funds of the Corporation.

          Notice  of the  redemption  of  any  of  the  Series  M
Preferred  Shares shall be mailed to each  holder of the Series M
Preferred  Shares to be redeemed  not less than  thirty (30) days
prior to the date upon which such  shares are to be redeemed.  If
on or before the redemption date named in such notice,  the funds
necessary  for such redemption shall  have been set  aside by the
Corporation so as  to be available for  payment on demand  to the
holders  of  the  Series  M   Preferred  Shares  so  called   for
redemption,   then,   notwithstanding   that    any   certificate
representing  the  Series  M   Preferred  Shares  so  called  for
redemption shall not have  been surrendered for cancellation, the
dividends thereon shall cease  to accrue from and after  the date
of  redemption so designated, and all rights with respect to such
Series M Preferred Shares so called for redemption, including any
right to vote  or otherwise participate  in the determination  of
any  proposed   corporate  action,  shall  forthwith  after  such
redemption date cease and terminate, except only the right of the
holder  to receive  the  redemption price  therefor, but  without
interest.  Each payment  shall be allocated among the  holders of
the  Series  M  Preferred  Shares in  proportion,  as  nearly  as
practicable,  to  the respective  number  of  Series M  Preferred
Shares  held by each such holder, with adjustments, to the extent
practicable, to  equalize  for any  prior  payments not  made  in
exactly  such  proportion.   In  no  event,  however,  shall  the
Corporation  allocate  any  payment  so   as  to  result  in  the
redemption  of a fraction  of a share;  only whole  shares of the
Series M  Preferred Shares  shall  be redeemed.   Stock  redeemed
pursuant  to the  provisions  hereof or  any  Series M  Preferred
Shares purchased or otherwise acquired shall not be reissued but

                               -4-

<PAGE>
shall be cancelled and  proceedings shall be taken in  the manner
prescribed by statute to reduce the shares accordingly.

          (d)  Voting  Rights  -  Each  holder of  the  Series  M
Preferred Shares shall be entitled to  one vote for each share of
such stock standing in the name of the holder on the books of the
Corporation and  shall vote together  with the holders  of Common
Shares and the holders of other series of Preferred Shares of the
Corporation as one class.

          (e)  Preemptive  Rights -  No  holder of  any Series  M
Preferred Shares shall have any preemptive right to subscribe for
or  acquire additional shares of  the Corporation of  the same or
any other  class,  whether such  shares  be hereby  or  hereafter
authorized; and no holder of Series M Preferred Shares shall have
any preemptive right  to acquire any shares which may  be held in
the treasury of the Corporation;  all such additional or treasury
shares may be  sold for such  consideration at such  time and  to
such person or persons as the board of directors may from time to
time determine.

          (f)  Liquidation  Rights   -  In  the   event  of   any
liquidation, dissolution  or  winding up  of the  affairs of  the
Corporation, whether voluntary or involuntary, the holders of the
Series M Preferred Shares shall be entitled, before any assets of
the  Corporation shall be distributed  among or paid  over to the
holders  of the  Common  Shares or  Series  A Common  Shares,  to
receive out of  the assets  of the Corporation  $100.00 for  each
Series  M  Preferred  Share.    If  upon  any  such  liquidation,
dissolution  or  winding  up,   the  assets  of  the  Corporation
available for payment to shareholders  are not sufficient to make
payment in full to the holders  of the Series M Preferred Shares,
payment  shall be made to such holders ratably in accordance with
the number  of shares held  by them and, in  case the Corporation
shall  then have  more than  one series  of the  Preferred Shares
outstanding,   ratably  in   accordance   with   the   respective
distributive amount to which such holders shall be entitled.



                               -5-

<PAGE>
                      ARTICLES OF AMENDMENT
                                OF
                 TELEPHONE AND DATA SYSTEMS, INC.


TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

          Pursuant to section  1002 or 1006 of  the Iowa Business
Corporation Act, the undersigned corporation adopts the following
amendment to the corporation's articles of incorporation.
-----------------------------------------------------------------

         Statement of Designation of Preference and Right
                                of
                        Redeemable Voting
          Series MM Preferred Shares, without par value,
                  Stated Value $100.00 Per Share
-----------------------------------------------------------------


          1.  The name  of the corporation is Telephone  and Data
Systems, Inc.

          2.  A copy of the resolution of the Board of  Directors
establishing  and  designating the  Redeemable  Voting  Series MM
Preferred Shares  and fixing and determining  the relative rights
and  preferences thereof is attached  hereto as Exhibit  A and is
made a part of this statement.

          3.  The aforesaid resolution was adopted as of December
31, 1990.

          4.  The  aforesaid resolution was  duly adopted by  the
Board  of Directors  of  TELEPHONE AND  DATA  SYSTEMS, INC.    No
shareholder vote was required.  

          IN WITNESS WHEREOF, I  have hereunto subscribed my name
as of this 16th day of April, 1991.


                              TELEPHONE AND DATA SYSTEMS, INC.


                              By:/s/ LeRoy T. Carlson      
                                 ----------------------------
                                 LeRoy T. Carlson, Chairman

<PAGE>

                                                        Exhibit A




       STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
           REDEEMABLE VOTING SERIES MM PREFERRED SHARES


          RESOLVED,  that  pursuant  to  the  authority expressly
granted  to and vested in the  board of directors of the Corpora-
tion by  the Articles  of Incorporation  of the  Corporation, the
board of directors hereby creates and authorizes  the issuance of
a  series of the Preferred  Shares of the  Corporation to consist
originally  of  Nine Thousand  Five  Hundred  and Twenty  (9,520)
shares, and hereby fixes the  designation and the relative rights
and preferences thereof as follows:

          (a)  Designation.   The  designation of  the series  of
Preferred Shares created by  this resolution shall be "Redeemable
Voting Series  MM Preferred  Shares" (hereinafter referred  to as
the "Series  MM  Preferred Shares").    The Series  MM  Preferred
Shares  shall have no par value but  shall have a stated value of
$100.00 per share.

          (b)  Dividends.   Each holder of a  Series MM Preferred
Share shall be entitled to  receive, when, as and if declared  by
the board  of directors of the  Corporation, cumulative dividends
during each fiscal quarter  to the extent set forth  below.  Such
dividends  shall commence  to accrue  (whether or  not declared),
without interest,  with the  fiscal quarter ending  September 30,
1991,  at a per annum rate of  four dollars ($4.00) per share and
shall  be paid  (if  and when  declared)  in  cash on  the  first
business  day after  the end  of the  quarter for  which accrued;
provided, however, that any dividends accrued with respect to the
first ten quarters after  June 30, 1991, shall be paid by issuing
additional Series MM Preferred  Shares at the annual rate  of .04
of a share  for each  outstanding Series MM  Preferred Share;  no
dividends shall accrue  with respect to the  eleventh through the
eighteenth quarters after June 30, 1991; and such dividends shall
accrue thereafter at  a per annum rate of six dollars ($6.00) per
share.   If with respect to  any of the first  ten quarters after
June 30, 1991, any  of the additional Series MM  Preferred Shares
to  be paid in satisfaction of  the dividend then accrued are not
issued,  then,  for the  purpose  of  determining the  cumulative
dividends  to which  each holder  of  Series MM  Preferred Shares
shall  thereafter   be  entitled  to  receive   with  respect  to
subsequent fiscal quarters ended on  or before December 31, 1993,
the  additional Series MM Preferred Shares not so issued shall be
deemed to have been issued as of the first business day following
the fiscal  quarter for  which accrued  and  to accrue  dividends
commencing with the quarter in which deemed to be issued.


                               -2-

<PAGE>
          (c)  Redemption at Election of Corporation.

               (1)  Unless  the  Corporation shall  have received
written notice of  the holder's  election to have  the Series  MM
Preferred Shares redeemed in accordance with paragraph (d) hereof
on or before  January 31,  1996, the Series  MM Preferred  Shares
shall thereafter be redeemable, in whole or in part from  time to
time, at the  option of  the Corporation, upon  giving notice  as
provided  in subparagraph  (c)(2) hereof,  by delivering,  at the
option  of the Corporation, on  any date set  for redemption (the
"Redemption Date"), for  each Series MM Preferred Share,  (i) 5.8
(the  "Redemption  Ratio")  fully paid  and  nonassessable Common
Shares,  par value  $1.00 per  share ("USCC  Common Shares"),  of
United  States  Cellular  Corporation,  a   Delaware  corporation
("USCC"), or (ii) that  number of Common Shares, par  value $1.00
per share,  of the  Corporation ("TDS  Common  Shares") having  a
Market Value equal to the  Market Value of one USCC Common  Share
multiplied by the  Redemption Ratio,  or (iii)  a combination  of
USCC  Common Shares  and  TDS Common  Shares having  an aggregate
Market Value equal to the Market  Value of one USCC Common  Share
multiplied  by  the Redemption  Ratio,  or  (iv)  cash  (paid  by
certified check) equal  to the  Market Value of  one USCC  Common
Share multiplied by the Redemption Ratio.

               (2)   Notice of  an election under  the redemption
provision in subparagraph (c)(1) above  shall be mailed (by first
class, postage prepaid)  to each  holder of  Series MM  Preferred
Shares to be redeemed at the address appearing  on the records of
the  Corporation  not less  than thirty  (30)  days prior  to the
Redemption  Date.  If the Corporation elects to redeem any of the
Series  MM Preferred  Shares  in  cash  and,  on  or  before  the
Redemption Date specified in such notice, the funds necessary for
such redemption shall have  been set aside by the  Corporation so
as  to be  available  for payment  to  the holders  of Series  MM
Preferred  Shares so  called  for redemption  upon such  holders'
surrender of such Series MM Preferred  Shares to the Corporation,
then, notwithstanding that any certificate representing Series MM
Preferred Shares  so called  for redemption shall  not have  been
surrendered for cancellation,  the dividends thereon shall  cease
to accrue from and after the Redemption Date and all  rights with
respect  to  such  Series  MM  Preferred  Shares  so  called  for
redemption, including any right  to vote or otherwise participate
in  the determination  of  any proposed  corporate action,  shall
terminate  at the  close  of business  on  such Redemption  Date,
except only the  right of  the holder to  receive the  Redemption
Price therefor, but without interest.  

               (3)  Each notice of redemption shall state:

                    (A)  the Redemption Date;

                    (B)  the number of Series MM Preferred Shares
to be  redeemed  and, if  less  than all  the  shares are  to  be
redeemed, the number of shares to be redeemed and the manner in

                               -3-

<PAGE>
which  the number of shares to  be redeemed from each holder will
be determined;

                    (C)    whether the  Redemption Price  will be
paid in cash (by certified check),  by the issuance of TDS Common
Shares,   by  the  transfer  of  USCC  Common  Shares,  or  by  a
combination thereof; and 

                    (D)   the  place where  certificates for  the
Series MM Preferred Shares  are to be surrendered for  payment of
the Redemption Price.

               (4)  Each holder of Series MM Preferred  Shares to
be redeemed shall present and surrender his  certificate for such
shares to the Corporation at the place designated in such notice.
Within  two business days after the date of such presentation or,
if  later, upon the Redemption Date, the Redemption Price of such
shares shall be paid to or on the  order of the person whose name
appears  on  such  certificate  as  the  owner  thereof and  each
surrendered certificate shall  be cancelled.  In case  fewer than
all the shares represented by any certificate are redeemed, a new
certificate shall  be issued representing  the unredeemed shares.
From and after the Redemption Date (unless  the Corporation shall
default  in payment of the  Redemption Price), all  rights of the
holders thereof  as shareholders  of the Corporation,  except the
right to receive the  Redemption Price thereof, without interest,
upon the  surrender of certificates representing  the same, shall
cease  and  terminate,  such   shares  shall  not  thereafter  be
transferred (except with  the consent of the Corporation)  on the
books  of the Corporation, and such shares shall not be deemed to
be outstanding for any purpose whatsoever.

               (5)  For  purposes  of  this  Statement,  (A)  the
"Market  Value" per  share of  TDS Common  Shares or  USCC Common
Shares  at any time  as of which  such value is  to be determined
shall be deemed  to be  the average "Closing  Price" (as  defined
below) for TDS or USCC Common Shares, as the case may be, for the
five  trading days ending on the fifth business day preceding the
relevant   Redemption  Date,   Accelerated  Redemption   Date  or
effective  date  of  a  Going Private  Transaction  of  the  type
referred to in subparagraph (d)(4)(C) below, (B) a "business day"
means  a  day on  which  the  New York  Stock  Exchange or  other
principal stock exchange or  over-the-counter market on which the
TDS  or USCC Common  Shares, as the  case may be,  are traded was
open for  at least one-half  of its normal business  day, and (C)
the "Closing  Price" on any day  shall be the last  sale price of
such  shares, regular way,  as reported in  a composite published
report  of  transactions  which  includes  transactions   on  the
exchange  of other  principal markets  in which  such shares  are
traded or,  if there is no  such composite report as  to any such
day, the last reported sale price, regular way (or if there is no
such  reported sale  on  such day,  the  average of  the  closing
reported bid  and asked  prices) on  the principal  United States
securities trading market (whether a stock exchange, National

                               -4-

<PAGE>
Association of  Securities Dealers Automated  Quotation System or
otherwise) on which such shares are traded.  

          (d)  Redemption at Election of Holder.

               (1)  The  Series  MM  Preferred  Shares  shall  be
redeemable at  the option of the holder  thereof, on the last day
of January in 1994,  1995 and 1996, upon written  notice given by
such  holder,  at  the   office  or  agency  maintained   by  the
Corporation for that purpose.   Each such notice shall  state the
number of Series MM Preferred Shares to be redeemed, if less than
all the shares held by the holder giving such notice.

               (2)  Each  Series MM  Preferred Share  tendered to
the Corporation  for redemption pursuant  to subparagraph  (d)(1)
above  shall be redeemed by the Corporation on the date specified
in  the notice (and permitted  by this Statement)  referred to in
subparagraph (d)(1) above  (which shall  be the "Redemption Date"
of such shares), by delivering, at the option of the Corporation,
(i) that  number  of fully  paid  and nonassessable  USCC  Common
Shares determined by multiplying one (1) by the Redemption Ratio,
or (ii) that  number of TDS Common  Shares having a Market  Value
equal to the Market Value of one USCC Common  Share multiplied by
the  Redemption  Ratio, or  (iii)  a combination  of  USCC Common
Shares  and TDS  Common Shares  having an aggregate  Market Value
equal to the Market  Value of one USCC Common Share multiplied by
the Redemption Ratio.  

               (3)  Upon  presentation  and   surrender  of   the
certificate  representing the  Series MM  Preferred Shares  to be
redeemed,  the holder  thereof shall  be entitled  to receive  in
exchange therefor a certificate or  certificates representing the
fully  paid  and nonassessable  TDS  Common  Shares, USCC  Common
Shares, or  a combination thereof,  determined in the  manner set
forth  in  subparagraph  (d)(2)  above.    In  addition,  if  any
additional Series MM Preferred  Shares that were to be  issued in
payment of  dividends  accrued  with  respect to  the  first  ten
quarters  after June  30,  1991, were  not  issued prior  to  the
Redemption  Date,  then  such   holder  shall  also  receive,  in
satisfaction of such dividends, the additional TDS Common Shares,
USCC Common Shares, or a  combination thereof, determined in  the
manner set forth in subparagraph (d)(2) above, which such  holder
would have received if such additional shares had been issued and
had been tendered for redemption.

               (4)  The amount and kind of securities or property
to be delivered  pursuant to subparagraph (c)(1) or  (d)(2) above
shall be subject to adjustment from time to time as follows:  

                    (A)  In case USCC shall  (i) take a record of
the  holders of USCC Common  Shares for the  purpose of entitling
them  to receive a dividend  payable in USCC  Common Shares, (ii)
subdivide the  outstanding USCC  Common Shares, or  (iii) combine
the outstanding USCC Common Shares into a smaller number of

                               -5-

<PAGE>
shares,  the  Redemption  Ratio  shall be  adjusted  (or  further
adjusted  in the  case of  successive such  events) so  that each
holder of Series MM Preferred Shares shall thereafter be entitled
upon the redemption of  each share thereof held by him to receive
for each  such share the  number of  USCC Common Shares  which he
would  have owned or been entitled to receive after the happening
of  that one  of  the events  described  above which  shall  have
happened  had  such  Series  MM  Preferred  Share  been  redeemed
immediately  prior to the happening of such event in exchange for
USCC  Common  Shares,   such  entitlement  to   become  effective
immediately after  the  opening  of  business  on  the  day  next
following  (x) the record date for  such dividend, or (y) the day
upon   which  such  subdivision   or  combination   shall  become
effective.  

               (B)  In  case  USCC shall  take  a  record of  the
holders of USCC Common  Shares for the purpose of  entitling them
to receive an  Extraordinary Dividend  (as hereinafter  defined),
the holder of each Series MM Preferred Share shall be entitled in
each  such case to an additional cash payment upon the redemption
of  such share in an amount  equal to the amount  of cash and the
fair market value  as of such record  date of any property  other
than cash that such holder would have been entitled to receive as
a  result of  such  Extraordinary  Dividend  had such  Series  MM
Preferred Share  been redeemed  immediately prior to  such record
date in exchange for USCC Common Shares.  As used herein the term
"Extraordinary Dividend"  means  any dividend  upon  USCC  Common
Shares payable in cash and/or in property other  than cash if and
to the  extent that on the record date thereof the amount of such
cash and the fair  market value of such property  per USCC Common
Share (when added to all other dividends (other than any dividend
referred to  in subparagraph (d)(4)(A) above)  previously paid on
USCC Common Shares during the same Payment Period (as hereinafter
defined)) exceeds  ten percent of  the average Closing  Price for
USCC  Common  Shares for  the five  trading  days ending  on such
record  date; provided,  however,  that the  term  "Extraordinary
Dividend"  shall   not  include  any  dividend   referred  to  in
subparagraph (d)(4)(A) above.   As used herein the  term "Payment
Period" means each consecutive 12-month period commencing on July
1, 1991, and each anniversary thereof.

               (C)  No adjustment  in the  number of TDS  or USCC
Common  Shares, as  the  case  may be,  to  which  any holder  is
entitled pursuant  to the  application of  subparagraph (d)(4)(A)
above shall be required  unless such adjustment would  require an
increase or decrease  of at least 1/10th of a  TDS or USCC Common
Share,  as  the   case  may  be;  provided,  however,   that  any
adjustments which by reason  of this clause (C) are  not required
to be made shall be carried forward and taken into account in any
subsequent adjustment.  

               (5)   Each holder who has given notice pursuant to
subparagraph  (d)(1)   above   shall  deliver   the   certificate
representing the Series MM Preferred Shares to be redeemed to the

                               -6-

<PAGE>
Corporation with the  notice of  the redemption.   In case  fewer
than all the  shares represented  by such certificate  are to  be
redeemed,  a new  certificate  shall be  issued representing  the
shares which were not so redeemed.

          (e)  Redemption  in the  Event of Organic  Change.   In
case  USCC   shall  propose  to  effect   any  reorganization  or
reclassification of its Common  Shares, consolidate or merge with
another  corporation,  or  sell  to another  corporation  all  or
substantially all of its assets in such a way that holders of its
outstanding Common  Shares shall  be entitled to  receive (either
directly or  upon subsequent liquidation) stock, securities, cash
or other property with respect to or in exchange for such  Common
Shares  (collectively,  any  "Organic  Change"),  and immediately
after such Organic Change  TDS or USCC would  no longer be  under
common  control within the meaning of the Rule 405 promulgated by
the  Securities and  Exchange  Commission (the  "SEC") under  the
Securities   Act   of  1933,   as   amended   (a  "Disaffiliation
Transaction"),  or  USCC  or  TDS  shall  propose  to effect  any
transaction  or series of  transactions of the  type described in
paragraph (a)(3)(i) or  Rule 13e-3 promulgated  by the SEC  under
the Securities Exchange Act of 1934, as amended, in which USCC is
the "issuer", which has one of the effects described in paragraph
(a)(3)(ii) of such Rule (a "Going Private Transaction"), then TDS
shall   deliver  a   notice  of   redemption  (as   described  in
subparagraph (c)(3) above) to each  holder of Series MM Preferred
Shares at least ten business days prior to the earliest date (the
"Effective Date")  on which holders  of USCC Common  Shares shall
become  entitled  to receive  stock,  securities,  cash or  other
property in  connection with  such Disaffiliation  Transaction or
such Going Private Transaction.   Such notice of redemption shall
specify  the Effective Date  and each  Series MM  Preferred Share
shall be  redeemed on a date (the  "Accelerated Redemption Date")
which  is not  later than  the last  business day  preceding such
Effective Date  by delivering that  number of USCC  Common Shares
for which such Series MM Preferred Share might have been redeemed
immediately  prior to  such  Disaffiliation  Transaction or  such
Going Private Transaction, plus that number of USCC Common Shares
which the holder  of such  Series MM Preferred  Share would  have
been  entitled  to receive  if all  of  the additional  Series MM
Preferred Shares to be issued in payment of accrued dividends for
the  first ten fiscal quarters  after June 30,  1991, pursuant to
the  proviso   in  paragraph  (b)  above,  had  been  issued  and
immediately redeemed  for USCC  Common Shares on  the Accelerated
Redemption  Date;   provided,   however,   that   in   case   the
consideration to be received by the holders of USCC Common Shares
in connection with a Going Private Transaction consists of equity
securities of TDS, then  each Series MM Preferred Share  shall be
redeemed on the Effective  Date by delivering that number  of TDS
Common  Shares having  a Market  Value as  of the  Effective Date
equal to the Market Value on such date of (i) that number of USCC
Common Shares for which such Series MM Preferred Share might have
been   redeemed   immediately  prior   to   such   Going  Private
Transaction, and (ii) that number of USCC Common Shares which the

                               -7-

<PAGE>
holder of such Series MM Preferred Share would have been entitled
to receive if all of the additional Series MM Preferred Shares to
be  issued  in payment  of accrued  dividends  for the  first ten
quarters  after  June  30,  1991,  pursuant  to  the  proviso  in
paragraph (b) above, had been issued and immediately redeemed for
USCC Common Shares on the last business day immediately preceding
the Effective Date.

          (f)  No Fractional  Shares.   No fractional  TDS Common
Shares  or USCC Common Shares shall be issued upon the redemption
of Series MM Preferred Shares, nor shall cash adjustments be made
for fractional shares upon such redemption.

          (g)  Terminology.  For purposes  of this Statement, the
term  "TDS Common Shares" and the term "USCC Common Shares" shall
mean (A)  the class of stock  designated as the Common  Shares of
the Corporation and  the Common Shares of  USCC, respectively, on
the  date  this Statement  is filed  with  the Iowa  Secretary of
State,  or (B) any other class of stock resulting from successive
changes or reclassifications of such class consisting solely of a
change in par value, or a change from no par value to par value.

          (h)  Voting Rights.  

               (1)  With respect to  all matters, each holder  of
Series MM Preferred Shares shall be entitled to one vote for each
share of such  stock standing in  the name of  the holder on  the
books of the Corporation.

               (2)   With respect  to the election  of directors,
the holders of Series MM Preferred Shares shall have class voting
rights (voting together with the  holders of (i) other  Preferred
Shares that are  entitled to  vote thereon and  that were  issued
after  October 31, 1981, and (ii)  Series A Common Shares) to the
extent provided in Article IV of the Articles of Incorporation of
the Corporation.

          (i)  Preference  Value  in  Liquidation.    The  amount
payable  upon  each Series  MM Preferred  Share  in the  event of
either voluntary or involuntary liquidation shall be $100.00.



                               -8-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
           $8.00 Cumulative Convertible and Redeemable
                Voting Series N, Preferred Stock,
          without par value, Stated Value $100 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing and designating the $8.00 Cumulative Convertible and
Redeemable  Voting  Series  N  Preferred  Stock  and  fixing  and
determining  the  relative  rights  and  preferences  thereof  is
attached  hereto  as  Exhibit  A  and is  made  a  part  of  this
statement.

          3.   The aforesaid resolution  was adopted on  November
26, 1980.

          4.   The  aforesaid resolution was  duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and affixed  the seal of this  corporation this 5th  day of
December, 1980.

                              TELEPHONE AND DATA SYSTEMS, INC.



                              By  /s/ LeRoy T. Carlson           
                                   ----------------------------
                                 LeRoy T. Carlson, President



                                  /s/ Michael G. Hron            
                                   ----------------------------
                                 Michael G. Hron, Secretary


[CORPORATE SEAL]

<PAGE>
STATE OF ILLINOIS   )
                    )    SS.
COUNTY OF COOK      )


          On  this 5th day of December, 1980, before me, a Notary
Public, in  and for said  county, personally appeared  Michael G.
Hron, who,  being  by me  duly  sworn, did  say  that he  is  the
Secretary  of  Telephone  and Data  Systems,  Inc.  and that  the
attached instrument was signed  and sealed on behalf of  the said
Corporation by authority of  its Board of Directors and  the said
Michael G. Hron  acknowledges the execution of said instrument to
be the voluntary act and deed of said Corporation.

          IN  WITNESS WHEREOF,  I have hereunto  set my  hand and
seal the day and year before written.


                                     /s/ Clote Smith             
                                   ----------------------------
                                           Notary Public

[NOTARIAL SEAL]


                               -2-

<PAGE>
                            EXHIBIT A
                            ---------


         STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
                                OF
           $8.00 CUMULATIVE CONVERTIBLE AND REDEEMABLE
                VOTING SERIES N PREFERRED SHARES,
          WITHOUT PAR VALUE, STATED VALUE $100 PER SHARE
         ------------------------------------------------


          RESOLVED,  that  pursuant  to the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby  creates and authorizes the issuance of a series
of the Preferred Shares of  the Corporation to consist originally
of  Eleven  Thousand  (11,000)   shares,  and  hereby  fixes  the
designation, relative rights and preferences thereof as follows:

          (a)  Designation  - The  designation of  the series  of
Preferred  Shares  created by  this  resolution  shall be  "$8.00
Cumulative Convertible  and Redeemable Voting Series  N Preferred
Shares"  (hereinafter  referred to  as  the  "Series N  Preferred
Shares").   The Series N Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.

          (b)  Dividends - The holders  of the Series N Preferred
Shares shall be entitled to receive, when and as declared  by the
board of directors of  the Corporation, out of any  assets of the
Corporation available for  dividends pursuant to the  laws of the
State  of  Iowa,  preferential  dividends at  the  rate  of eight
dollars ($8.00) per annum per share and  no more.  The dividends,
when payable, shall be paid quarterly on the first days of March,
June, September and  December in each year,  before any dividends
shall be declared or paid upon or set apart for the Common Shares
or  Series A Common Shares  of the Corporation  for that quarter.
Such  dividends  upon the  Series  N  Preferred  Shares shall  be
cumulative  from the date of  issue thereof so  that if dividends
for any past dividend period at the rate of eight dollars ($8.00)
per annum  shall not have been paid thereon or declared and a sum
sufficient for payment thereof set apart, the deficiency shall be
fully paid or set apart but without interest, before any dividend
shall be paid upon or set apart for the Common Shares or Series A
Common  Shares; provided,  however,  that no  dividends shall  be
declared on the  shares of any series of  preferred stock for any
dividend period unless  the full dividend for all  prior dividend
periods shall have been declared or shall be declared at the same
time  upon  all preferred  stock  outstanding  during such  prior
dividend periods, and further provided that no dividends shall be
declared on the shares of any series of preferred stock  unless a
dividend for the same  period shall be declared at  the same time
upon all preferred  stock outstanding during said  period in like
proportion to the dividend  rate upon such shares.   Whenever the
full dividend upon all the series of  the preferred stock for all
past dividend periods shall have been paid and the full dividend

                               -3-

<PAGE>
thereon for the then current dividend period shall have been paid
or  declared and  a sum  sufficient for  the payment  thereof set
apart, dividends upon the Common Shares or Series A Common Shares
may be declared by the board of directors out of the remainder of
the assets available therefor.

          (c)  Redemption - 

               (1)  Unless  such  shares   have  been   converted
     pursuant  to  paragraph  (f)   hereof  prior  to  the  sixth
     anniversary of  the date  of issue thereof,  the Corporation
     shall, beginning with the seventh anniversary of the date of
     issue  thereof, and annually  thereafter on  each subsequent
     anniversary  of  the  date  of issue  thereof,  redeem  one-
     fourteenth  of  the  number  of Series  N  Preferred  Shares
     outstanding on  the sixth anniversary  of the date  of issue
     thereof, until all  such shares have been  redeemed, and the
     holders  thereof shall  be entitled  to receive  $100.00 per
     share  plus an  amount  equal to  all dividends  accrued and
     unpaid thereon to the redemption date.

               (2)  Notice of  any redemption shall  be mailed to
     each  holder of Series N Preferred Shares to be redeemed not
     less than thirty (30) days prior to the date upon which such
     stock  is to  be redeemed.   If on or  before the redemption
     date specified in such notice,  the funds necessary for such
     redemption shall have been  set aside by the  Corporation so
     as to be available for  payment on demand to the holders  of
     Series  N Preferred  Shares so  called for  redemption then,
     notwithstanding that any  certificate representing Series  N
     Preferred  Shares so  called for  redemption shall  not have
     been surrendered  for  cancellation, the  dividends  thereon
     shall  cease to  accrue  from and  after  the date  of  such
     redemption so specified, and all rights with respect to such
     Series  N   Preferred  Shares  so  called   for  redemption,
     including any right to vote or  otherwise participate in the
     determination  of  any   proposed  corporate  action,  shall
     forthwith  after such  redemption date cease  and terminate,
     except  only  the   right  of  the  holder  to  receive  the
     redemption price  therefor, but without interest.   Series N
     Preferred Shares redeemed pursuant to the  provisions hereof
     or any such shares purchased or otherwise acquired shall not
     be reissued  but shall be cancelled and proceedings shall be
     taken  in the  manner prescribed  by statute  to reduce  the
     number of outstanding Series N Preferred Shares accordingly.

          (d)  Voting Rights - The  holders of Series N Preferred
Shares shall be entitled to one vote for each share of such stock
standing  in  the  name  of  the  holder  on  the  books  of  the
Corporation and  shall  vote together  with  the holders  of  the
common stock and  the holders  of other series  of the  preferred
stock of the Corporation as one class.


                               -4-

<PAGE>
          (e)  Pre-emptive  Rights -  No holder  of any  Series N
Preferred Shares  shall have  any pre-emptive right  to subscribe
for or acquire additional  shares of the Corporation of  the same
or any other class  or series, whether such  shares be hereby  or
hereafter authorized; and no holder of Series  N Preferred Shares
shall  have any pre-emptive right to acquire any shares which may
be held in the  treasury of the Corporation; all  such additional
or treasury shares  may be  sold for such  consideration at  such
time and to such person or persons as the board  of directors may
from time to time determine.

          (f)  Conversion -

               (1)  The  Series  N  Preferred  Shares   shall  be
     convertible   into  the   Corporation's  Common   Shares  as
     hereinafter  provided, and  when and  as so  converted, such
     Series N Preferred Shares shall be cancelled and retired and
     shall not be reissued as such.  Commencing upon the issuance
     and terminating  at  the  close  of business  on  the  third
     anniversary thereof,  the Series  N Preferred Shares  may be
     converted,  upon thirty  (30)  days' written  notice to  the
     Corporation  into Common  Shares of  the Corporation  at the
     rate of ten (10)  Common Shares for each Series  N Preferred
     Share.  Thereafter, until the close of business on the sixth
     anniversary  of the  date of  issue, the Series  N Preferred
     Shares  may be  converted,  upon thirty  (30) days'  written
     notice  to  the  Corporation,  into  Common  Shares  of  the
     Corporation at the rate  of nine (9) Common Shares  for each
     Series  N Preferred Share.  On presentation and surrender to
     the  Corporation   at  its   offices  of   the  certificates
     representing Series N Preferred  Shares to be converted, the
     holder  thereof shall  be  entitled to  receive in  exchange
     therefor certificates  for the fully paid and non-assessable
     Common Shares  of the Corporation at the rate aforesaid, all
     under suitable regulations to be  prescribed by the board of
     directors  of  the  Corporation.   Conversion  of  Series  N
     Preferred Shares  in the  manner aforesaid shall  not affect
     the  right  of  the  converting holder  thereof  to  receive
     dividends  accrued but  unpaid  thereon as  of the  dividend
     payment date immediately prior to conversion.

               (2)  The number  of Common Shares into  which each
     Series N Preferred Shares is convertible shall be subject to
     adjustment from time to time as set forth in clauses (A) and
     (B) of this subparagraph (2):

               (A)  In  case the  Corporation  shall  (i)  pay  a
          dividend  on  its  Common   Shares  in  shares  of  the
          Corporation,  (ii)  subdivide  its  outstanding  Common
          Shares, (iii)  combine  the outstanding  Common  Shares
          into  a smaller  number  of  shares  or (iv)  issue  by
          reclassification of its Common Shares (whether pursuant
          to a  merger or consolidation or  otherwise) any shares
          of the Corporation, then the holder of each Series N

                               -5-

<PAGE>
          Preferred Share  shall be entitled to  receive upon the
          conversion of such  share, the number of shares  of the
          Corporation  which he  would have  owned or  would have
          been entitled to receive after  the happening of any of
          the  events  described  above   had  such  share   been
          converted  immediately prior to  the happening  of such
          event.   An adjustment made pursuant  to this provision
          shall  become effective  retroactively with  respect to
          conversions made  subsequent to the record  date in the
          case  of a dividend, and shall  become effective on the
          effective   date   in  the   case  of   a  subdivision,
          combination or reclassification.

               (B)  No adjustment in the conversion rate shall be
          required   unless  such  adjustment  would  require  an
          increase or decrease in such rate of at least one-tenth
          (1/10) of a Common  Shares; provided, however, that any
          adjustments which by reason of this  clause (B) are not
          required to be made shall be carried forward  and taken
          into account by any subsequent adjustment.

               (3)  The  Corporation shall  at all  times reserve
     and  keep available  out  of its  authorized Common  Shares,
     solely for the purpose of issuance upon conversion of Series
     N Preferred Shares as herein provided, such number of Common
     Shares  as shall then be issuable upon the conversion of all
     outstanding Series N Preferred Shares.

               (4)  Fractional Common Shares shall not  be issued
     upon conversion of Series N Preferred Shares, nor shall cash
     adjustments  be  made   for  fractional  shares   upon  such
     conversion.

               (5)  For  the purposes of  this paragraph (f), the
     term  "Common Shares"  shall  mean (A)  the  class of  stock
     designated as the  Common Shares of  the Corporation at  the
     date of these Amended Articles of Incorporation, or  (B) any
     other class  of stock  resulting from successive  changes or
     reclassifications  of  such  class  consisting solely  of  a
     change in  par value, or a  change from no par  value to par
     value.

          (g)  Liquidation  Rights   -  In  the   event  of   any
liquidation,  dissolution or  winding up  of the  affairs of  the
Corporation, whether voluntary or involuntary, the holders of the
Series N Preferred Shares shall be entitled, before any assets of
the  Corporation shall be distributed  among or paid  over to the
holders  of Common Shares or  Series A Common  Shares, to receive
out  of  the  assets of  the  Corporation  $100.00  per Series  N
Preferred  Share.  If  upon any such  dissolution, liquidation or
winding up,  the assets of the Corporation  available for payment
to stockholders are not sufficient to make payment in full to the
holders of the Series  N Preferred Shares, payment shall  be made
to such holders ratably in accordance with the number of shares

                               -6-

<PAGE>
held  by them,  and in  case there  shall then  be more  than one
series of the  preferred stock outstanding at that  time, ratably
in accordance  with the  respective distributive amount  to which
such holders shall be entitled.

                               -7-

<PAGE>
                      ARTICLES OF AMENDMENT
                                OF
                 TELEPHONE AND DATA SYSTEMS, INC.


TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

          Pursuant to section  1002 or 1006 of  the Iowa Business
Corporation Act, the undersigned corporation adopts the following
amendment to the corporation's articles of incorporation.
-----------------------------------------------------------------

         Statement of Designation of Preference and Right
                                of
                        Redeemable Voting
          Series NN Preferred Shares, without par value,
                  Stated Value $100.00 Per Share
-----------------------------------------------------------------


          1.  The name  of the corporation is Telephone  and Data
Systems, Inc.

          2.  A copy of the resolution of the Board of  Directors
establishing  and  designating the  Redeemable  Voting  Series NN
Preferred Shares  and fixing and determining  the relative rights
and  preferences thereof is attached  hereto as Exhibit  A and is
made a part of this statement.

          3.  The aforesaid resolution was adopted as of December
31, 1990.

          4.  The  aforesaid resolution was  duly adopted by  the
Board  of Directors  of  TELEPHONE AND  DATA  SYSTEMS, INC.    No
shareholder vote was required.  

          IN WITNESS WHEREOF, I  have hereunto subscribed my name
as of this 16th day of April, 1991.


                              TELEPHONE AND DATA SYSTEMS, INC.


                              By:/s/ LeRoy T. Carlson      
                                 ----------------------------
                                 LeRoy T. Carlson, Chairman

<PAGE>
                                                        Exhibit A







       STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
           REDEEMABLE VOTING SERIES NN PREFERRED SHARES


          RESOLVED,  that  pursuant  to the  authority  expressly
granted to and vested in  the board of directors of  the Corpora-
tion  by the  Articles of Incorporation  of the  Corporation, the
board of  directors hereby creates and authorizes the issuance of
a  series of the Preferred  Shares of the  Corporation to consist
originally  of  Nine Thousand  Five  Hundred  and Twenty  (9,520)
shares, and hereby fixes the designation and the  relative rights
and preferences thereof as follows:

          (a)  Designation.   The  designation  of the  series of
Preferred Shares created by  this resolution shall be "Redeemable
Voting Series  NN Preferred  Shares" (hereinafter referred  to as
the  "Series NN  Preferred  Shares").   The  Series NN  Preferred
Shares shall have no par  value but shall have a stated  value of
$100.00 per share.

          (b)  Dividends.   Each holder of a  Series NN Preferred
Share shall be entitled  to receive, when, as and  if declared by
the board  of directors of the  Corporation, cumulative dividends
during each fiscal  quarter to the extent set forth  below.  Such
dividends  shall commence  to accrue  (whether or  not declared),
without interest,  with the  fiscal quarter ending  September 30,
1991, at a per annum  rate of four dollars ($4.00) per  share and
shall  be paid  (if  and  when declared)  in  cash on  the  first
business  day after  the end  of the  quarter for  which accrued;
provided, however, that any dividends accrued with respect to the
first fourteen quarters  after June  30, 1991, shall  be paid  by
issuing additional Series NN Preferred  Shares at the annual rate
of .04 of a share for each outstanding Series NN Preferred Share;
no dividends  shall accrue with respect to  the fifteenth through
the eighteenth quarters after  June 30, 1991; and such  dividends
shall  accrue thereafter  at  a per  annum  rate of  six  dollars
($6.00) per share.  If with respect to any of  the first fourteen
quarters after June  30, 1991,  any of the  additional Series  NN
Preferred  Shares to be paid in satisfaction of the dividend then
accrued  are not issued, then, for the purpose of determining the
cumulative dividends to which each  holder of Series NN Preferred
Shares  shall thereafter be  entitled to receive  with respect to
subsequent fiscal quarters ended on or before December 31,  1994,
the  additional Series NN Preferred Shares not so issued shall be
deemed to have been issued as of the first business day following

                               -2-

<PAGE>
the  fiscal quarter  for  which accrued  and to  accrue dividends
commencing with the quarter in which deemed to be issued.

          (c)  Redemption at Election of Corporation.

               (1)  Unless  the  Corporation shall  have received
written notice of  the holder's  election to have  the Series  NN
Preferred Shares redeemed in accordance with paragraph (d) hereof
on or before  January 31,  1996, the Series  NN Preferred  Shares
shall thereafter be redeemable, in whole  or in part from time to
time, at the  option of  the Corporation, upon  giving notice  as
provided  in subparagraph  (c)(2) hereof,  by delivering,  at the
option  of the Corporation, on  any date set  for redemption (the
"Redemption Date"), for each Series  NN Preferred Share, (i)  5.8
(the  "Redemption Ratio")  fully  paid and  nonassessable  Common
Shares, par  value $1.00  per share  ("USCC  Common Shares"),  of
United  States  Cellular  Corporation,  a   Delaware  corporation
("USCC"), or (ii) that  number of Common Shares, par  value $1.00
per  share, of  the  Corporation ("TDS  Common Shares")  having a
Market Value equal to the Market  Value of one USCC Common  Share
multiplied by  the Redemption  Ratio, or  (iii) a combination  of
USCC  Common Shares  and TDS  Common Shares  having an  aggregate
Market  Value equal to the Market  Value of one USCC Common Share
multiplied  by  the  Redemption  Ratio,  or  (iv)  cash  (paid by
certified check) equal  to the  Market Value of  one USCC  Common
Share multiplied by the Redemption Ratio.

               (2)   Notice of  an election under  the redemption
provision  in subparagraph (c)(1) above shall be mailed (by first
class, postage  prepaid) to  each holder  of Series NN  Preferred
Shares to be  redeemed at the address appearing on the records of
the  Corporation  not less  than thirty  (30)  days prior  to the
Redemption Date.  If the Corporation elects  to redeem any of the
Series  NN Preferred  Shares  in  cash  and,  on  or  before  the
Redemption Date specified in such notice, the funds necessary for
such redemption shall have  been set aside by the  Corporation so
as  to  be available  for payment  to  the holders  of  Series NN
Preferred  Shares so  called  for redemption  upon such  holders'
surrender of such  Series NN Preferred Shares to the Corporation,
then, notwithstanding that any certificate representing Series NN
Preferred  Shares so called  for redemption  shall not  have been
surrendered for  cancellation, the dividends thereon  shall cease
to accrue from and after the  Redemption Date and all rights with
respect  to  such  Series  NN  Preferred  Shares  so  called  for
redemption, including any right  to vote or otherwise participate
in  the determination  of  any proposed  corporate action,  shall
terminate at  the  close of  business  on such  Redemption  Date,
except only the  right of  the holder to  receive the  Redemption
Price therefor, but without interest.  


                               -3-

<PAGE>
               (3)  Each notice of redemption shall state:

                    (A)  the Redemption Date;

                    (B)  the number of Series NN Preferred Shares
to  be  redeemed and,  if  less than  all  the shares  are  to be
redeemed, the  number of shares to be  redeemed and the manner in
which the number of  shares to be redeemed from  each holder will
be determined;

                    (C)    whether the  Redemption Price  will be
paid in cash (by certified check), by the issuance  of TDS Common
Shares,   by  the  transfer  of  USCC  Common  Shares,  or  by  a
combination thereof; and 

                    (D)   the  place where  certificates for  the
Series NN Preferred Shares  are to be surrendered for  payment of
the Redemption Price.

               (4)  Each holder of Series NN Preferred  Shares to
be redeemed shall  present and surrender his certificate for such
shares to the Corporation at the place designated in such notice.
Within  two business days after the date of such presentation or,
if  later, upon the Redemption Date, the Redemption Price of such
shares shall be paid  to or on the order of the person whose name
appears  on  such  certificate  as the  owner  thereof  and  each
surrendered certificate shall be  cancelled.  In case  fewer than
all the shares represented by any certificate are redeemed, a new
certificate shall  be issued representing  the unredeemed shares.
From and after  the Redemption Date (unless the Corporation shall
default  in payment of the  Redemption Price), all  rights of the
holders thereof  as shareholders  of the Corporation,  except the
right to receive the  Redemption Price thereof, without interest,
upon the  surrender of certificates representing  the same, shall
cease  and  terminate,  such   shares  shall  not  thereafter  be
transferred (except with the  consent of the Corporation)  on the
books of the Corporation,  and such shares shall not be deemed to
be outstanding for any purpose whatsoever.

               (5)  For  purposes  of  this  Statement,  (A)  the
"Market  Value" per  share of  TDS Common  Shares or  USCC Common
Shares at any  time as of  which such value  is to be  determined
shall be deemed  to be  the average "Closing  Price" (as  defined
below) for TDS or USCC Common Shares, as the case may be, for the
five  trading days ending on the fifth business day preceding the
relevant   Redemption  Date,   Accelerated  Redemption   Date  or
effective date  of  a  Going  Private  Transaction  of  the  type
referred to in subparagraph (d)(4)(C) below, (B) a "business day"
means  a day  on  which  the New  York  Stock  Exchange or  other
principal stock exchange or  over-the-counter market on which the
TDS or USCC  Common Shares, as  the case may  be, are traded  was
open  for at least one-half  of its normal  business day, and (C)
the "Closing  Price" on any day  shall be the last  sale price of
such shares, regular way, as reported in a composite published

                               -4-

<PAGE>
report  of  transactions  which  includes  transactions  on   the
exchange  or other  principal markets  in  which such  shares are
traded or,  if there is no  such composite report as  to any such
day, the last reported sale price, regular way (or if there is no
such  reported sale  on  such day,  the  average of  the  closing
reported  bid and  asked prices) on  the principal  United States
securities  trading market  (whether a  stock exchange,  National
Association of  Securities Dealers Automated  Quotation System or
otherwise) on which such shares are traded.  

          (d)  Redemption at Election of Holder.

               (1)  The  Series  NN  Preferred  Shares  shall  be
redeemable at the option of  the holder thereof, on the  last day
of January in 1995  and 1996, upon written  notice given by  such
holder, at the office or agency maintained by the Corporation for
that purpose.  Each such notice shall state  the number of Series
NN Preferred  Shares to be redeemed, if  less than all the shares
held by the holder giving such notice.

               (2)  Each  Series NN  Preferred Share  tendered to
the Corporation  for redemption pursuant  to subparagraph  (d)(1)
above  shall be redeemed by the Corporation on the date specified
in  the notice (and permitted  by this Statement)  referred to in
subparagraph (d)(1)  above (which shall be  the "Redemption Date"
of such shares), by delivering, at the option of the Corporation,
(i)  that  number of  fully  paid and  nonassessable  USCC Common
Shares determined by multiplying one (1) by the Redemption Ratio,
or (ii) that  number of TDS  Common Shares having a  Market Value
equal  to the Market Value of one USCC Common Share multiplied by
the  Redemption Ratio,  or  (iii) a  combination  of USCC  Common
Shares  and TDS Common  Shares having  an aggregate  Market Value
equal to the Market Value of one  USCC Common Share multiplied by
the Redemption Ratio.  

               (3)  Upon  presentation  and   surrender  of   the
certificate  representing the  Series NN  Preferred Shares  to be
redeemed,  the holder  thereof shall  be  entitled to  receive in
exchange therefor a certificate or  certificates representing the
fully  paid  and nonassessable  TDS  Common  Shares, USCC  Common
Shares,  or a combination  thereof, determined in  the manner set
forth  in  subparagraph  (d)(2)  above.    In  addition,  if  any
additional Series NN Preferred  Shares that were to be  issued in
payment of dividends  accrued with respect to  the first fourteen
quarters  after June  30,  1991, were  not  issued prior  to  the
Redemption  Date,  then  such   holder  shall  also  receive,  in
satisfaction of such dividends, the additional TDS Common Shares,
USCC  Common Shares, or a  combination thereof, determined in the
manner set forth in subparagraph  (d)(2) above, which such holder
would have received if such additional shares had been issued and
had been tendered for redemption.


                               -5-

<PAGE>
               (4)  The amount and kind of securities or property
to be delivered  pursuant to subparagraph (c)(1) or  (d)(2) above
shall be subject to adjustment from time to time as follows:  

                    (A)  In case USCC shall  (i) take a record of
the  holders of USCC Common  Shares for the  purpose of entitling
them  to receive a dividend  payable in USCC  Common Shares, (ii)
subdivide the  outstanding USCC  Common Shares, or  (iii) combine
the  outstanding  USCC Common  Shares  into a  smaller  number of
shares,  the  Redemption  Ratio  shall be  adjusted  (or  further
adjusted  in the  case of  successive such  events) so  that each
holder of Series NN Preferred Shares shall thereafter be entitled
upon the redemption of each share thereof held by him to  receive
for  each such  share the number  of USCC Common  Shares which he
would  have owned or been entitled to receive after the happening
of  that one  of  the events  described  above which  shall  have
happened  had  such  Series  NN  Preferred  Share  been  redeemed
immediately  prior to the happening of such event in exchange for
USCC  Common  Shares,  such   entitlement  to  become   effective
immediately after  the  opening  of  business  on  the  day  next
following (x) the  record date for such dividend, or  (y) the day
upon  which   such  subdivision  or   combination  shall   become
effective.  

                    (B)  In case USCC shall  take a record of the
holders of USCC Common  Shares for the purpose of  entitling them
to  receive an Extraordinary  Dividend (as  hereinafter defined),
the holder of each Series NN Preferred Share shall be entitled in
each  such case to an additional cash payment upon the redemption
of such share  in an amount equal  to the amount of cash  and the
fair market value  as of such record  date of any  property other
than cash that such holder would have been entitled to receive as
a  result of  such  Extraordinary  Dividend  had such  Series  NN
Preferred Share  been redeemed  immediately prior to  such record
date in exchange for USCC Common Shares.  As used herein the term
"Extraordinary  Dividend" means  any  dividend upon  USCC  Common
Shares payable in cash  and/or in property other than cash if and
to the  extent that on the record date thereof the amount of such
cash and the fair market  value of such property per USCC  Common
Share (when added to all other dividends (other than any dividend
referred to  in subparagraph (d)(4)(A) above)  previously paid on
USCC Common Shares during the same Payment Period (as hereinafter
defined)) exceeds  ten percent of  the average Closing  Price for
USCC  Common  Shares for  the five  trading  days ending  on such
record  date;  provided, however,  that  the term  "Extraordinary
Dividend"  shall   not  include  any  dividend   referred  to  in
subparagraph (d)(4)(A) above.   As used herein the  term "Payment
Period" means each consecutive 12-month period commencing on July
1, 1991, and each anniversary thereof.

                    (C)  No adjustment  in the  number of  TDS or
USCC Common  Shares, as the case  may be, to which  any holder is
entitled pursuant to  the application  of subparagraph  (d)(4)(A)
above shall be required unless such adjustment would require an

                               -6-

<PAGE>
increase or decrease  of at least 1/10th of a  TDS or USCC Common
Share,  as  the   case  may  be;  provided,  however,   that  any
adjustments which by reason  of this clause (C) are  not required
to be made shall be carried forward and taken into account in any
subsequent adjustment.  

               (5)   Each holder who has given notice pursuant to
subparagraph  (d)(1)   above   shall  deliver   the   certificate
representing the Series NN Preferred Shares to be redeemed to the
Corporation with the  notice of  the redemption.   In case  fewer
than all the  shares represented  by such certificate  are to  be
redeemed,  a new  certificate  shall be  issued representing  the
shares which were not so redeemed.

          (e)  Redemption  in the  Event of Organic  Change.   In
case  USCC   shall  propose  to  effect   any  reorganization  or
reclassification of its Common  Shares, consolidate or merge with
another  corporation,  or  sell  to another  corporation  all  or
substantially all of its assets in such a way that holders of its
outstanding Common  Shares shall  be entitled to  receive (either
directly or upon subsequent  liquidation) stock, securities, cash
or other property with respect to or  in exchange for such Common
Shares  (collectively,  any  "Organic  Change"),  and immediately
after such Organic Change  TDS or USCC  would no longer be  under
common  control within the meaning of Rule 405 promulgated by the
Securities  and  Exchange  Commission   (the  "SEC")  under   the
Securities  Act   of   1933,  as   amended   (a   "Disaffiliation
Transaction"),  or  USCC  or  TDS  shall  propose  to effect  any
transaction  or series of  transactions of the  type described in
paragraph (a)(3)(i) of  Rule 13e-3 promulgated  by the SEC  under
the Securities Exchange Act of 1934, as amended, in which USCC is
the "issuer", which has one of the effects described in paragraph
(a)(3)(ii) of such Rule (a "Going Private Transaction"), then TDS
shall   deliver  a   notice  of   redemption  (as   described  in
subparagraph (c)(3) above) to each  holder of Series NN Preferred
Shares at least ten business days prior to the earliest date (the
"Effective Date")  on which holders  of USCC Common  Shares shall
become  entitled  to receive  stock,  securities,  cash or  other
property in connection  with such  Disaffiliation Transaction  or
such Going Private Transaction.   Such notice of redemption shall
specify  the Effective Date  and each  Series NN  Preferred Share
shall be  redeemed on a date (the  "Accelerated Redemption Date")
which  is not  later than  the last  business day  preceding such
Effective Date  by delivering that  number of USCC  Common Shares
for which such Series NN Preferred Share might have been redeemed
immediately  prior  to such  Disaffiliation  Transaction  or such
Going Private Transaction, plus that number of USCC Common Shares
which the holder  of such  Series NN Preferred  Share would  have
been  entitled  to receive  if all  of  the additional  Series NN
Preferred Shares to be issued in payment of accrued dividends for
the first fourteen fiscal quarters after June 30, 1991,  pursuant
to  the proviso  in  paragraph (b)  above,  had been  issued  and
immediately redeemed  for USCC  Common Shares on  the Accelerated
Redemption Date; provided, however, that in case the

                               -7-

<PAGE>
consideration to be received by the holders of USCC Common Shares
in connection with a Going Private Transaction consists of equity
securities of TDS, then  each Series NN Preferred Share  shall be
redeemed on the Effective  Date by delivering that number  of TDS
Common  Shares having  a Market  Value as  of the  Effective Date
equal to the Market Value on such date of (i) that number of USCC
Common Shares for which such Series NN Preferred Share might have
been   redeemed  immediately   prior   to  such   Going   Private
Transaction, and (ii) that number of USCC Common Shares which the
holder of such Series NN Preferred Share would have been entitled
to receive if all of the additional Series NN Preferred Shares to
be  issued in payment of accrued dividends for the first fourteen
quarters  after  June  30,  1991,  pursuant  to  the  proviso  in
paragraph (b) above, had been issued and immediately redeemed for
USCC Common Shares on the last business day immediately preceding
the Effective Date.

          (f)  No Fractional Shares.   No  fractional TDS  Common
Shares  or USCC Common Shares shall be issued upon the redemption
of Series NN Preferred Shares, nor shall cash adjustments be made
for fractional shares upon such redemption.

          (g)  Terminology.  For purposes  of this Statement, the
term  "TDS Common Shares" and the term "USCC Common Shares" shall
mean (A)  the class of stock  designated as the  Common Shares of
the Corporation and  the Common Shares of  USCC, respectively, on
the  date  this Statement  is filed  with  the Iowa  Secretary of
State,  or (B) any other class of stock resulting from successive
changes or reclassifications of such class consisting solely of a
change in par value, or a change from no par value to par value.

          (h)  Voting Rights.  

               (1)  With  respect to all  matters, each holder of
Series NN Preferred Shares shall be entitled to one vote for each
share of such  stock standing in  the name of  the holder on  the
books of the Corporation.

               (2)   With respect  to the election  of directors,
the holders of Series NN Preferred Shares shall have class voting
rights (voting together with the  holders of (i) other  Preferred
Shares that are  entitled to  vote thereon and  that were  issued
after October 31,  1981, and (ii) Series A Common  Shares) to the
extent provided in Article IV of the Articles of Incorporation of
the Corporation.

          (i)  Preference  Value  in  Liquidation.    The  amount
payable  upon  each Series  NN Preferred  Share  in the  event of
either voluntary or involuntary liquidation shall be $100.00.


                               -8-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
           $9.00 Cumulative Convertible and Redeemable
                Voting Series O, Preferred Shares,
          without par value, Stated Value $100 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing and designating the $9.00 Cumulative Convertible and
Redeemable  Voting  Series  O  Preferred Shares  and  fixing  and
determining  the  relative  rights  and  preferences  thereof  is
attached  hereto  as  Exhibit  A  and is  made  a  part  of  this
statement.

          3.   The  aforesaid resolution was adopted as of August
17, 1984.

          4.   The  aforesaid resolution was  duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and affixed the seal of  this corporation this 11th day  of
October, 1984.

                              TELEPHONE AND DATA SYSTEMS, INC.



                               /s/ LeRoy T. Carlson           
                              ----------------------------
                              LeRoy T. Carlson, President



                               /s/ Bertram T. Ebzery           
                              ----------------------------
                              Bertram   T.    Ebzery,   Assistant
                              Secretary

[CORPORATE SEAL]

<PAGE>
STATE OF ILLINOIS   )
                    )    SS.
COUNTY OF COOK      )


          On  this 11th day of October, 1984, before me, a Notary
Public, in  and for said  county, personally appeared  Bertram T.
Ebzery,  who, being  by me  duly sworn,  did say  that he  is the
Assistant Secretary of Telephone and Data  Systems, Inc. and that
the  attached instrument was signed  and sealed on  behalf of the
said Corporation by authority  of its Board of Directors  and the
said  Bertram  T.  Ebzery  acknowledges  the  execution  of  said
instrument to be the voluntary act and deed of said Corporation.

          IN  WITNESS WHEREOF,  I have hereunto  set my  hand and
seal the day and year before written.


                                     /s/ Notary Public           
                                   ----------------------------
                                           Notary Public

[NOTARIAL SEAL]



                               -2-

<PAGE>
         STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
                                OF
           $9.00 CUMULATIVE CONVERTIBLE AND REDEEMABLE
                VOTING SERIES O PREFERRED SHARES,
        WITHOUT PAR VALUE, STATED VALUE $100.00 PER SHARE
       ----------------------------------------------------


          RESOLVED,  that pursuant  to  the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby creates  and authorizes the issuance of a series
of the Preferred Shares of  the Corporation to consist originally
of One  Thousand Three  Hundred Eighty-Three (1,383)  shares, and
hereby  fixes the  designation,  relative rights  and preferences
thereof as follows:

          (a)  Designation  -  The designation  of the  series of
Preferred  Shares  created by  this  resolution  shall be  "$9.00
Cumulative  Convertible and Redeemable  Voting Series O Preferred
Shares"  (hereinafter  referred to  as  the  "Series O  Preferred
Shares").  The Series O Preferred Shares  shall have no par value
but shall have a stated value of $100.00 per share.

          (b)  Dividends - The holders  of the Series O Preferred
Shares shall be entitled  to receive, when and as declared by the
board of directors  of the Corporation, out of any  assets of the
Corporation  available for dividends pursuant to  the laws of the
State of Iowa, preferential dividends at the rate of nine dollars
($9.00) per  annum per share  and no more.   The dividends,  when
payable,  shall be  paid quarterly  on the  first days  of March,
June, September and December in each year (prorated if the period
such stock  is outstanding prior to the  first quarterly dividend
date is less than a calendar quarter), before any dividends shall
be declared  or paid upon or  set apart for the  Common Shares or
Series A Common Shares of the Corporation for that quarter.  Such
dividends upon the Series O Preferred Shares shall  be cumulative
from the  date of issue thereof so that if dividends for any past
dividend period at the rate of nine dollars ($9.00) per annum per
share  shall not  have been paid  thereon or  declared and  a sum
sufficient for payment thereof set apart, the deficiency shall be
fully paid or set apart but without interest, before any dividend
shall be paid upon or set apart for the Common Shares or Series A
Common  Shares; provided,  however,  that no  dividends shall  be
declared  on the shares of any  series of preferred stock for any
dividend  period unless the full dividend  for all prior dividend
periods shall have been declared or shall be declared at the same
time  upon  all preferred  stock  outstanding  during such  prior
dividend periods, and further provided that no dividends shall be
declared on the shares of any series of  preferred stock unless a
dividend for  the same period shall be  declared at the same time
upon all preferred stock  outstanding during said period in  like
proportion to the dividend  rate upon such shares.   Whenever the
full dividend upon  all series  of preferred stock  for all  past
dividend periods shall have been paid and the full dividend

                               -3-

<PAGE>
thereon for the then current dividend period shall have been paid
or  declared and  a sum  sufficient for  the payment  thereof set
apart, dividends upon the Common Shares or Series A Common Shares
may be declared by the board of directors out of the remainder of
the assets available therefor.

          (c)  Redemption - 

               (1)  Unless  such  shares   have  been   converted
     pursuant  to paragraph (f) hereof prior  to January 1, 1990,
     the Corporation may, at its option from  time to time and in
     such amounts  as  it  may determine,  redeem  the  Series  O
     Preferred Shares for $100.00 per  share plus an amount equal
     to  all   dividends  accrued  and  unpaid   thereon  to  the
     redemption date.

               (2)  Unless  such  shares   have  been   converted
     pursuant to paragraph (f)  hereof prior to January  1, 1990,
     the holder of Series O Preferred Shares may, at the holder's
     option,  during the  period commencing  January 1,  1990 and
     ending  December 31, 1999, elect to have redeemed in any one
     year as much  as one-third (1/3) of  the number of Series  O
     Preferred Shares held by such person on January 1, 1990.

               (3)  Notice  of  an election  under either  of the
     redemption  provisions in  subparagraphs (1)  and  (2) above
     shall be mailed (i) in case  of a redemption at the election
     of  the Corporation  to  each holder  of Series  O Preferred
     Shares to be redeemed or (ii) in the case of a redemption at
     the election of the  holder of Series O Preferred  Shares to
     the  Corporation not less than thirty (30) days prior to the
     date upon  which such stock is to be redeemed.  In case less
     than all of the outstanding Series O Preferred Shares are to
     be redeemed  by the Corporation,  the amount to  be redeemed
     and the method of effecting  such redemption, whether by lot
     or pro  rata or otherwise, may be determined by the Board of
     Directors.  If on or before the redemption date specified in
     such notice,  the funds necessary for  such redemption shall
     have been set aside by the Corporation so as to be available
     for  payment  on  demand to  the  holders  of  the Series  O
     Preferred Shares  so  called for  or requesting  redemption,
     then,  notwithstanding  that  any  certificate  representing
     Series  O  Preferred  Shares  so called  for  or  requesting
     redemption shall not have been surrendered for cancellation,
     the dividends thereon shall  cease to accrue from  and after
     the date  of such redemption  so specified,  and all  rights
     with respect to such Series O Preferred Shares so called for
     or  requesting redemption,  including any  right to  vote or
     otherwise participate  in the determination of  any proposed
     corporate action, shall forthwith after such redemption date
     cease  and terminate, except only the right of the holder to
     receive the redemption price therefor, but without interest.
     Series  O  Preferred   Shares  redeemed   pursuant  to   the
     provisions hereof or any such shares purchased or otherwise

                               -4-

<PAGE>
     acquired shall  not be reissued  but shall be  cancelled and
     proceedings  shall  be taken  in  the  manner prescribed  by
     statute  to  reduce  the  number  of  outstanding  Series  O
     Preferred Shares accordingly.

          (d)  Voting Rights - 

               (1)  For  all purposes,  the  holders of  Series O
     Preferred  Shares  shall be  entitled to  one vote  for each
     share of  such stock standing in  the name of the  holder on
     the books of the Corporation.

               (2)  Subject to the rights, if any, of the holders
     of  one  or more  series of  Preferred  Shares, voting  as a
     class,  to elect one or  more directors, in  the election of
     directors, the  holders of  Series O Preferred  Shares shall
     vote together as one  class with the Series A  Common Shares
     and shall be  entitled to elect  75% of the total  number of
     directors of  the Corporation  (rounded down to  the nearest
     whole number).    The  total  number  of  directors  of  the
     Corporation  shall  be  determined  without  regard  to  any
     director(s)  whom  the holders  of  one  or more  series  of
     Preferred  Shares, voting as  a class, have  elected or have
     the  right to elect.  In the  event the number of issued and
     outstanding Series A Common  Shares at any time falls  below
     500,000, then with  respect to the election  of directors at
     the  next annual  meeting thereafter  the holders  of Common
     Shares, Series A Common Shares and Preferred Shares shall be
     entitled to elect all of the directors of the Corporation.

          (e)  Pre-emptive  Rights -  No holder  of any  Series O
Preferred Shares  shall have  any pre-emptive right  to subscribe
for or acquire additional  shares of the Corporation of  the same
or any  other class or  series, whether such shares  be hereby or
hereafter authorized; and no holder  of Series O Preferred Shares
shall  have any pre-emptive right to acquire any shares which may
be held in the  treasury of the Corporation; all  such additional
or treasury shares  may be  sold for such  consideration at  such
time and to such person or persons as the board  of directors may
from time to time determine.

          (f)  Conversion -

               (1) (A)   The Series  O Preferred Shares  shall be
          convertible  into  the Corporation's  Common  Shares as
          hereinafter  provided,  and when  and as  so converted,
          such Series  O Preferred Shares shall  be cancelled and
          retired and shall  not be reissued as such.  Commencing
          upon issuance and terminating  at the close of business
          on December 31, 1988, the Series O Preferred Shares may
          be converted,  upon sixty (60) days'  written notice to
          the  Corporation, into Common Shares of the Corporation
          at the rate of nine (9) Common Shares for each Series O
          Preferred Share.  Thereafter, until the close of

                               -5-

<PAGE>
business  on December 31, 1989, the Series O Preferred Shares may
be converted,  upon  sixty  (60)  days'  written  notice  to  the
Corporation, into Common Shares of the Corporation at the rate of
eight (8) Common  Shares for  each Series O  Preferred Share.  On
presentation and surrender to the  Corporation at its offices  of
the certificates representing the Series O Preferred Shares to be
converted,  the holder  thereof shall  be entitled to  receive in
exchange therefor certificates for fully paid and  non-assessable
Common Shares of the Corporation at the rate aforesaid, all under
suitable  regulations to be prescribed by  the board of directors
of the Corporation.   Conversion of Series O Preferred  Shares in
the manner aforesaid shall not affect the right of the converting
holder thereof to receive dividends accrued but unpaid thereon as
of the dividend payment date immediately prior to conversion.

               (B)  Notwithstanding  the provisions  of subclause
          (A)  above, if the Market Value (as defined below) of a
          Common Share does not exceed $12.875  per share on each
          of  five  consecutive trading  days  for  at least  two
          periods  of five days each from the date of issuance to
          December 31,  1987, then  the Corporation  will deliver
          additional Common Shares  to qualified shareholders, in
          an amount  equal to the Price  Differential (as defined
          below).   The  payment of  additional Common  Shares is
          limited to those shareholders electing to receive stock
          in connection with the acquisition of Chatham Telephone
          Company  and others  who receive  such stock  from such
          shareholders  through  inheritance  or  gift,  and  who
          complete  the conversion  of  their Series  O Preferred
          Shares, as  provided herein,  prior to August  1, 1988,
          and is further limited to  those Common Shares owned by
          the shareholder on August 1, 1988 which were (i) issued
          in  the  original  distribution of  Series  O Preferred
          Shares, or  (ii) acquired  pursuant to a  conversion of
          Series O  Preferred  Shares (the  "Qualified  Shares").
          For purposes  of calculating the  number of  additional
          Common  Shares   to  be  issued,  the   value  of  each
          additional Common  Share  being  issued  shall  be  the
          highest average  Market Value  for two periods  of five
          consecutive  trading  days  from the  date  of issuance
          through December 31, 1987.   This value is referred  to
          hereinafter  as  the  "Additional Share  Value."    The
          number of  additional Common Shares to  be issued shall
          be determined by dividing the Price Differential by the
          Additional Share  Value.  No fractional  shares will be
          issued  in  connection with  the payment  of additional
          shares.    An  equivalent   amount  of  cash  for  such
          fractional  shares shall be  distributed based upon the
          Additional Share Value.

          For purposes hereof:


                               -6-

<PAGE>
               1.   "Market Value" means the high sales price  of
                    a  Common  Share,  as reported  in  the  Wall
                    Street Journal.

               2.   "Price  Differential"  means  the  difference
                    between  the highest average Market Value for
                    five (5) consecutive  trading days during the
                    period  from  the  date  of  issuance through
                    December 31, 1987, and $12.875, multiplied by
                    the number of Qualified Shares.

               (2)  The number of Common  Shares into which  each
     Series O Preferred Share is  convertible shall be subject to
     adjustment  from time to time as set forth in subclauses (A)
     and (B) of this subparagraph (2):

               (A)  In case  the  Corporation  shall  (i)  pay  a
          dividend  on  its  Common   Shares  in  shares  of  the
          Corporation,  (ii)  subdivide  its  outstanding  Common
          Shares, (iii)  combine  the outstanding  Common  Shares
          into a  smaller  number  of shares  or  (iv)  issue  by
          reclassification of its Common Shares (whether pursuant
          to a  merger or consolidation or  otherwise) any shares
          of the Corporation,  then the holder  of each Series  O
          Preferred Share  shall be entitled to  receive upon the
          conversion of such  share, the number of  shares of the
          Corporation which the holder  would have owned or would
          have been  entitled to  receive after the  happening of
          any of the  events described above had such  share been
          converted immediately  prior to  the happening  of such
          event.   An adjustment made pursuant  to this provision
          shall  become effective  retroactively with  respect to
          conversions made  subsequent to the record  date in the
          case of a dividend,  and shall become effective on  the
          effective   date  in   the  case   of  a   subdivision,
          combination or reclassification.

               (B)  No adjustment in the conversion rate shall be
          required   unless  such  adjustment  would  require  an
          increase or decrease in such rate of at least one-tenth
          (1/10) of  a Common Share; provided,  however, that any
          adjustments which by reason of this clause (B) are  not
          required to  be made shall be carried forward and taken
          into account by any subsequent adjustment.

               (3)  The  Corporation shall  at all  times reserve
     and  keep available  out  of its  authorized Common  Shares,
     solely for the purpose of issuance upon conversion of Series
     O Preferred Shares as herein provided, such number of Common
     Shares  as shall then be issuable upon the conversion of all
     outstanding Series O Preferred Shares.

               (4)  Fractional Common Shares shall not  be issued
     upon conversion of Series O Preferred Shares, nor shall cash

                               -7-

<PAGE>
adjustments be made for fractional shares upon such conversion.

               (5)  For the purposes  of this paragraph  (f), the
     term  "Common Shares"  shall  mean (A)  the  class of  stock
     designated  as the Common  Shares of the  Corporation at the
     date of these Amended Articles of Incorporation, or (B)  any
     other class  of stock  resulting from successive  changes or
     reclassifications  of  such  class  consisting  solely  of a
     change in  par value, or a  change from no par  value to par
     value.

          (g)  Liquidation  Rights   -  In   the  event  of   any
liquidation,  dissolution or  winding up  of the  affairs of  the
Corporation, whether voluntary or involuntary, the holders of the
Series O Preferred Shares shall be entitled, before any assets of
the  Corporation shall be distributed  among or paid  over to the
holders  of Common Shares or  Series A Common  Shares, to receive
out  of  the  assets of  the  Corporation  $100.00  per Series  O
Preferred Share.   If upon  any such dissolution,  liquidation or
winding up, the  assets of the Corporation available  for payment
to shareholders are not sufficient to make payment in full to the
holders of the Series  O Preferred Shares, payment shall  be made
to such holders ratably  in accordance with the number  of shares
held  by them  and, in  case there  shall then  be more  than one
series of  preferred stock outstanding  at that time,  ratably in
accordance with the respective  distributive amount to which such
holders shall be entitled.



                               -8-

<PAGE>
                      ARTICLES OF AMENDMENT
                                OF
                 TELEPHONE AND DATA SYSTEMS, INC.


TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

          Pursuant to section  1002 or 1006 of  the Iowa Business
Corporation Act, the undersigned corporation adopts the following
amendment to the corporation's articles of incorporation.
-----------------------------------------------------------------
 
         Statement of Designation of Preference and Right
                                of
                        Redeemable Voting
          Series OO Preferred Shares, without par value,
                  Stated Value $100.00 Per Share
-----------------------------------------------------------------


          1.  The name  of the corporation is Telephone  and Data
Systems, Inc.

          2.  A copy of the resolution of the Board of  Directors
establishing  and  designating the  Redeemable  Voting  Series OO
Preferred Shares  and fixing and determining  the relative rights
and  preferences thereof is attached  hereto as Exhibit  A and is
made a part of this statement.

          3.  The aforesaid resolution was adopted as of December
31, 1990.

          4.  The  aforesaid resolution was  duly adopted by  the
Board  of Directors  of  TELEPHONE AND  DATA  SYSTEMS, INC.    No
shareholder vote was required.  

          IN WITNESS WHEREOF, I  have hereunto subscribed my name
as of this 16th day of April, 1991.


                              TELEPHONE AND DATA SYSTEMS, INC.


                              By:/s/ LeRoy T. Carlson      
                                 ----------------------------
                                 LeRoy T. Carlson, Chairman

<PAGE>
                                                  Exhibit A



       STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
           REDEEMABLE VOTING SERIES OO PREFERRED SHARES


          RESOLVED,  that pursuant  to  the  authority  expressly
granted to and  vested in the board of  directors of the Corpora-
tion  by the Articles  of Incorporation  of the  Corporation, the
board of directors hereby creates and authorizes the issuance  of
a  series of the Preferred  Shares of the  Corporation to consist
originally of  Sixty-One  Thousand  One  Hundred  and  Thirty-Two
(61,132) shares, and hereby  fixes the designation and  the rela-
tive rights and preferences thereof as follows:

          (a)  Designation.   The  designation of  the series  of
Preferred Shares created by  this resolution shall be "Redeemable
Voting Series  OO Preferred  Shares" (hereinafter referred  to as
the  "Series  OO Preferred  Shares").   The  Series  OO Preferred
Shares shall have  no par value but shall have  a stated value of
$100.00 per share.

          (b)  Dividends.   Each holder of a  Series OO Preferred
Share shall  be entitled to receive, when,  as and if declared by
the board  of directors of the  Corporation, cumulative dividends
during each fiscal quarter to the  extent set forth below.   Such
dividends  shall commence  to accrue  (whether or  not declared),
without interest,  with the  fiscal quarter ending  September 30,
1991, at a  per annum rate of four dollars  ($4.00) per share and
shall  be  paid  (if and  when  declared) in  cash  on  the first
business  day after  the end  of the  quarter for  which accrued;
provided, however, that any dividends accrued with respect to the
first eighteen quarters  after June  30, 1991, shall  be paid  by
issuing additional Series  OO Preferred Shares at the annual rate
of .04 of a share for each outstanding Series OO Preferred Share;
and such dividends shall accrue thereafter at a per annum rate of
six dollars ($6.00)  per share.   If with respect  to any of  the
first  eighteen   quarters  after  June  30,  1991,  any  of  the
additional Series OO Preferred Shares  to be paid in satisfaction
of  the dividend  then  accrued are  not  issued, then,  for  the
purpose  of determining  the cumulative  dividends to  which each
holder of Series OO Preferred Shares shall thereafter be entitled
to receive with respect to subsequent fiscal quarters ended on or
before  December 31,  1995,  the additional  Series OO  Preferred
Shares not  so issued shall be  deemed to have been  issued as of
the  first business  day following the  fiscal quarter  for which
accrued and  to accrue dividends  commencing with the  quarter in
which deemed to be issued.


                               -2-

<PAGE>
          (c)  Redemption at Election of Corporation.

               (1)  Unless  the  Corporation shall  have received
written notice of  the holder's  election to have  the Series  OO
Preferred Shares redeemed in accordance with paragraph (d) hereof
on or before  January 31,  1996, the Series  OO Preferred  Shares
shall thereafter be redeemable, in whole or in part from  time to
time, at the  option of  the Corporation, upon  giving notice  as
provided  in subparagraph  (c)(2) hereof,  by delivering,  at the
option  of the Corporation, on  any date set  for redemption (the
"Redemption Date"), for  each Series 00 Preferred Share,  (i) 5.8
(the  "Redemption  Ratio")  fully paid  and  nonassessable Common
Shares,  par value  $1.00 per  share ("USCC  Common Shares"),  of
United  States  Cellular  Corporation,  a   Delaware  corporation
("USCC"), or (ii) that  number of Common Shares, par  value $1.00
per share,  of the  Corporation ("TDS  Common  Shares") having  a
Market Value equal to the  Market Value of one USCC Common  Share
multiplied by the  Redemption Ratio,  or (iii)  a combination  of
USCC  Common Shares  and  TDS Common  Shares having  an aggregate
Market Value equal to the Market  Value of one USCC Common  Share
multiplied  by  the Redemption  Ratio,  or  (iv)  cash  (paid  by
certified check) equal  to the  Market Value of  one USCC  Common
Share multiplied by the Redemption Ratio.

               (2)   Notice of  an election under  the redemption
provision in subparagraph (c)(1) above  shall be mailed (by first
class, postage prepaid)  to each  holder of  Series OO  Preferred
Shares to be redeemed at the address appearing  on the records of
the  Corporation  not less  than thirty  (30)  days prior  to the
Redemption  Date.  If the Corporation elects to redeem any of the
Series  OO Preferred  Shares  in  cash  and,  on  or  before  the
Redemption Date specified in such notice, the funds necessary for
such redemption shall have  been set aside by the  Corporation so
as  to be  available  for payment  to  the holders  of Series  OO
Preferred  Shares so  called  for redemption  upon such  holders'
surrender of such Series OO Preferred  Shares to the Corporation,
then, notwithstanding that any certificate representing Series OO
Preferred Shares  so called  for redemption shall  not have  been
surrendered for cancellation,  the dividends thereon shall  cease
to accrue from and after the Redemption Date and all  rights with
respect  to  such  Series  OO  Preferred  Shares  so  called  for
redemption, including any right  to vote or otherwise participate
in  the determination  of  any proposed  corporate action,  shall
terminate  at the  close  of business  on  such Redemption  Date,
except only the  right of  the holder to  receive the  Redemption
Price therefor, but without interest.  

               (3)  Each notice of redemption shall state:

                    (A)  the Redemption Date;

                    (B)  the number of Series OO Preferred Shares
to be  redeemed  and, if  less  than all  the  shares are  to  be
redeemed, the number of shares to be redeemed and the manner in

                               -3-

<PAGE>
which  the number of shares to  be redeemed from each holder will
be determined;

                    (C)    whether the  Redemption Price  will be
paid in cash (by certified check),  by the issuance of TDS Common
Shares,   by  the  transfer  of  USCC  Common  Shares,  or  by  a
combination thereof; and 

                    (D)   the  place where  certificates for  the
Series OO Preferred Shares  are to be surrendered for  payment of
the Redemption Price.

               (4)  Each holder of Series OO Preferred  Shares to
be redeemed shall present and surrender his  certificate for such
shares to the Corporation at the place designated in such notice.
Within  two business days after the date of such presentation or,
if  later, upon the Redemption Date, the Redemption Price of such
shares shall be paid to or on the  order of the person whose name
appears  on  such  certificate  as  the  owner  thereof and  each
surrendered certificate shall  be cancelled.  In case  fewer than
all the shares represented by any certificate are redeemed, a new
certificate shall  be issued representing  the unredeemed shares.
From and after the Redemption Date (unless  the Corporation shall
default  in payment of the  Redemption Price), all  rights of the
holders thereof  as shareholders  of the Corporation,  except the
right to receive the  Redemption Price thereof, without interest,
upon the  surrender of certificates representing  the same, shall
cease  and  terminate,  such   shares  shall  not  thereafter  be
transferred (except with  the consent of the Corporation)  on the
books  of the Corporation, and such shares shall not be deemed to
be outstanding for any purpose whatsoever.

               (5)  For  purposes  of  this  Statement,  (A)  the
"Market  Value" per  share of  TDS Common  Shares or  USCC Common
Shares  at any time  as of which  such value is  to be determined
shall be deemed  to be  the average "Closing  Price" (as  defined
below) for TDS or USCC Common Shares, as the case may be, for the
five  trading days ending on the fifth business day preceding the
relevant   Redemption  Date,   Accelerated  Redemption   Date  or
effective  date  of  a  Going Private  Transaction  of  the  type
referred to in subparagraph (d)(4)(C) below, (B) a "business day"
means  a  day on  which  the  New York  Stock  Exchange or  other
principal stock exchange or  over-the-counter market on which the
TDS  or USCC Common  Shares, as the  case may be,  are traded was
open  for at  least  one-half of  its  normal business  day,  and
(C) the "Closing Price"  on any day shall be  the last sale price
of such shares, regular way, as reported in a composite published
report  of  transactions  which  includes  transactions   on  the
exchange  or other  principal markets  in which  such shares  are
traded or,  if there is no  such composite report as  to any such
day, the last reported sale price, regular way (or if there is no
such  reported sale  on  such day,  the  average of  the  closing
reported bid  and asked  prices) on  the principal  United States
securities trading market (whether a stock exchange, National

                               -4-

<PAGE>
Association of  Securities Dealers Automated  Quotation System or
otherwise) on which such shares are traded.  

          (d)  Redemption at Election of Holder.

               (1)  The  Series  OO  Preferred  Shares  shall  be
redeemable  at the option of  the holder thereof,  on January 31,
1996,  upon written notice given by such holder, at the office or
agency maintained by the Corporation for that purpose.  Each such
notice shall state the number of Series OO Preferred Shares to be
redeemed, if less than  all the shares held by the  holder giving
such notice.

               (2)  Each  Series OO  Preferred Share  tendered to
the Corporation  for redemption pursuant  to subparagraph  (d)(1)
above  shall be redeemed by the Corporation on the date specified
in  the notice (and permitted  by this Statement)  referred to in
subparagraph (d)(1)  above (which shall be  the "Redemption Date"
of such shares), by delivering, at the option of the Corporation,
(i) that  number  of fully  paid  and nonassessable  USCC  Common
Shares determined by multiplying one (1) by the Redemption Ratio,
or (ii) that  number of TDS Common  Shares having a Market  Value
equal to the Market Value of one USCC Common  Share multiplied by
the  Redemption  Ratio, or  (iii)  a combination  of  USCC Common
Shares  and TDS  Common Shares  having an aggregate  Market Value
equal to the Market  Value of one USCC Common Share multiplied by
the Redemption Ratio.  

               (3)  Upon  presentation  and   surrender  of   the
certificate  representing the  Series OO  Preferred Shares  to be
redeemed,  the holder  thereof shall  be entitled  to receive  in
exchange therefor a certificate or  certificates representing the
fully  paid  and nonassessable  TDS  Common  Shares, USCC  Common
Shares, or  a combination thereof,  determined in the  manner set
forth  in  subparagraph  (d)(2)  above.    In  addition,  if  any
additional Series OO Preferred  Shares that were to be  issued in
payment  of dividends accrued with respect  to the first eighteen
quarters  after June  30,  1991, were  not  issued prior  to  the
Redemption  Date,  then  such   holder  shall  also  receive,  in
satisfaction of such dividends, the additional TDS Common Shares,
USCC Common Shares, or a  combination thereof, determined in  the
manner set forth in subparagraph (d)(2) above, which such  holder
would have received if such additional shares had been issued and
had been tendered for redemption.

               (4)  The amount and kind of securities or property
to be delivered  pursuant to subparagraph (c)(1) or  (d)(2) above
shall be subject to adjustment from time to time as follows:  

                    (A)  In case USCC shall  (i) take a record of
the  holders of USCC Common  Shares for the  purpose of entitling
them  to receive a dividend  payable in USCC  Common Shares, (ii)
subdivide the  outstanding USCC  Common Shares, or  (iii) combine
the outstanding USCC Common Shares into a smaller number of

                               -5-

<PAGE>
shares,  the  Redemption  Ratio  shall be  adjusted  (or  further
adjusted  in the  case of  successive such  events) so  that each
holder of Series OO Preferred Shares shall thereafter be entitled
upon the redemption of  each share thereof held by him to receive
for each  such share the  number of  USCC Common Shares  which he
would  have owned or been entitled to receive after the happening
of  that one  of  the events  described  above which  shall  have
happened  had  such  Series  OO  Preferred  Share  been  redeemed
immediately  prior to the happening of such event in exchange for
USCC  Common  Shares,   such  entitlement  to   become  effective
immediately after  the  opening  of  business  on  the  day  next
following  (x) the record date for  such dividend, or (y) the day
upon   which  such  subdivision   or  combination   shall  become
effective.  

                    (B)  In case USCC shall  take a record of the
holders of USCC Common  Shares for the purpose of  entitling them
to receive an  Extraordinary Dividend  (as hereinafter  defined),
the holder of each Series OO Preferred Share shall be entitled in
each  such case to an additional cash payment upon the redemption
of  such share in an amount  equal to the amount  of cash and the
fair market value  as of such record  date of any property  other
than cash that such holder would have been entitled to receive as
a  result of  such  Extraordinary  Dividend  had such  Series  OO
Preferred Share  been redeemed  immediately prior to  such record
date in exchange for USCC Common Shares.  As used herein the term
"Extraordinary Dividend"  means  any dividend  upon  USCC  Common
Shares payable in cash and/or in property other  than cash if and
to the  extent that on the record date thereof the amount of such
cash and the fair  market value of such property  per USCC Common
Share (when added to all other dividends (other than any dividend
referred to  in subparagraph (d)(4)(A) above)  previously paid on
USCC Common Shares during the same Payment Period (as hereinafter
defined)) exceeds  ten percent of  the average Closing  Price for
USCC  Common  Shares for  the five  trading  days ending  on such
record  date; provided,  however,  that the  term  "Extraordinary
Dividend"  shall   not  include  any  dividend   referred  to  in
subparagraph (d)(4)(A) above.   As used herein the  term "Payment
Period"  means  each consecutive  12-month  period  commencing on
July 1, 1991, and each anniversary thereof.

                    (C)   No adjustment  in the number of  TDS or
USCC Common  Shares, as the case  may be, to which  any holder is
entitled pursuant  to the  application of  subparagraph (d)(4)(A)
above shall be required  unless such adjustment would  require an
increase or decrease  of at least 1/10th of a  TDS or USCC Common
Share,  as  the   case  may  be;  provided,  however,   that  any
adjustments which by reason  of this clause (C) are  not required
to be made shall be carried forward and taken into account in any
subsequent adjustment.  

               (5)   Each holder who has given notice pursuant to
subparagraph  (d)(1)   above   shall  deliver   the   certificate
representing the Series OO Preferred Shares to be redeemed to the

                               -6-

<PAGE>
Corporation with the  notice of  the redemption.   In case  fewer
than all the  shares represented  by such certificate  are to  be
redeemed,  a new  certificate  shall be  issued representing  the
shares which were not so redeemed.

          (e)  Redemption  in the  Event of Organic  Change.   In
case  USCC   shall  propose  to  effect   any  reorganization  or
reclassification of its Common  Shares, consolidate or merge with
another  corporation,  or  sell  to another  corporation  all  or
substantially all of its assets in such a way that holders of its
outstanding Common  Shares shall  be entitled to  receive (either
directly or  upon subsequent liquidation) stock, securities, cash
or other property with respect to or in exchange for such  Common
Shares  (collectively,  any  "Organic  Change"),  and immediately
after such Organic Change  TDS or USCC would  no longer be  under
common  control within the meaning of Rule 405 promulgated by the
Securities  and  Exchange   Commission  (the  "SEC")   under  the
Securities   Act   of  1933,   as   amended   (a  "Disaffiliation
Transaction"),  or  USCC  or  TDS  shall  propose  to effect  any
transaction  or series of  transactions of the  type described in
paragraph (a)(3)(i) of  Rule 13e-3 promulgated  by the SEC  under
the Securities Exchange Act of 1934, as amended, in which USCC is
the "issuer", which has one of the effects described in paragraph
(a)(3)(ii) of such Rule (a "Going Private Transaction"), then TDS
shall   deliver  a   notice  of   redemption  (as   described  in
subparagraph (c)(3) above) to each  holder of Series OO Preferred
Shares at least ten business days prior to the earliest date (the
"Effective Date")  on which holders  of USCC Common  Shares shall
become  entitled  to receive  stock,  securities,  cash or  other
property in  connection with  such Disaffiliation  Transaction or
such Going Private Transaction.   Such notice of redemption shall
specify  the Effective Date  and each  Series OO  Preferred Share
shall be  redeemed on a date (the  "Accelerated Redemption Date")
which  is not  later than  the last  business day  preceding such
Effective Date  by delivering that  number of USCC  Common Shares
for which such Series OO Preferred Share might have been redeemed
immediately  prior to  such  Disaffiliation  Transaction or  such
Going Private Transaction, plus that number of USCC Common Shares
which the holder  of such  Series OO Preferred  Share would  have
been  entitled  to receive  if all  of  the additional  Series OO
Preferred Shares to be issued in payment of accrued dividends for
the first eighteen fiscal quarters after June 30, 1991,  pursuant
to  the proviso  in  paragraph (b)  above,  had been  issued  and
immediately redeemed  for USCC  Common Shares on  the Accelerated
Redemption  Date;   provided,   however,   that   in   case   the
consideration to be received by the holders of USCC Common Shares
in connection with a Going Private Transaction consists of equity
securities of TDS, then  each Series OO Preferred Share  shall be
redeemed on the Effective  Date by delivering that number  of TDS
Common  Shares having  a Market  Value as  of the  Effective Date
equal to the Market Value on such date of (i) that number of USCC
Common Shares for which such Series OO Preferred Share might have
been   redeemed   immediately  prior   to   such   Going  Private
Transaction, and (ii) that number of USCC Common Shares which the

                               -7-

<PAGE>
holder of such Series OO Preferred Share would have been entitled
to receive if all of the additional Series OO Preferred Shares to
be  issued in payment of accrued dividends for the first eighteen
quarters  after  June  30,  1991,  pursuant  to  the  proviso  in
paragraph (b) above, had been issued and immediately redeemed for
USCC Common Shares on the last business day immediately preceding
the Effective Date.

          (f)  No Fractional  Shares.   No fractional  TDS Common
Shares  or USCC Common Shares shall be issued upon the redemption
of Series OO Preferred Shares, nor shall cash adjustments be made
for fractional shares upon such redemption.

          (g)  Terminology.  For purposes  of this Statement, the
term  "TDS Common Shares" and the term "USCC Common Shares" shall
mean (A)  the class of stock  designated as the Common  Shares of
the Corporation and  the Common Shares of  USCC, respectively, on
the  date  this Statement  is filed  with  the Iowa  Secretary of
State,  or (B) any other class of stock resulting from successive
changes or reclassifications of such class consisting solely of a
change in par value, or a change from no par value to par value.

          (h)  Voting Rights.  

               (1)  With respect to  all matters, each holder  of
Series OO Preferred Shares shall be entitled to one vote for each
share of such  stock standing in  the name of  the holder on  the
books of the Corporation.

               (2)   With respect  to the election  of directors,
the holders of Series OO Preferred Shares shall have class voting
rights (voting together with the  holders of (i) other  Preferred
Shares that are  entitled to  vote thereon and  that were  issued
after  October 31, 1981, and (ii)  Series A Common Shares) to the
extent provided in Article IV of the Articles of Incorporation of
the Corporation.

          (i)  Preference  Value  in  Liquidation.    The  amount
payable  upon  each Series  OO Preferred  Share  in the  event of
either voluntary or involuntary liquidation shall be $100.00.



                               -8-

<PAGE>
         STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
                                OF
           $8.50 CUMULATIVE, CONVERTIBLE AND REDEEMABLE
                 VOTING SERIES P PREFERRED SHARES
                  STATED VALUE $100.00 PER SHARE            
       ---------------------------------------------------


          RESOLVED,  that pursuant  to  the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby creates  and authorizes the issuance of a series
of the Preferred Shares of  the Corporation to consist originally
of  Twenty Thousand and One (20,001) shares, and hereby fixes the
designation, relative rights and preferences thereof as follows:

          (a)  Designation -  The designation  of  the series  of
Preferred  Shares  created by  this  resolution  shall be  "$8.50
Cumulative, Convertible  and Redeemable Voting Series P Preferred
Shares"  (hereinafter  referred to  as  the  "Series P  Preferred
Shares").  The Series P Preferred  Shares shall have no par value
but shall have a stated value of $100.00 per share.

          (b)  Dividends  -  The rate  of  dividend payable  upon
Series  P Preferred  Shares  shall be  eight  and 50/100  dollars
($8.50) per share per annum.

          (c)  Voting Rights - 

               (1)  With respect  to all matters, each  holder of
     Series  P Preferred Shares shall be entitled to one vote for
     each share of such stock standing  in the name of the holder
     on the books of the Corporation.

               (2)  With  respect to  the election  of directors,
     the holders of  Series P Preferred  Shares shall have  class
     voting rights (voting together with the holders of (i) other
     Preferred  Shares that are entitled to vote thereon and that
     were issued after October 31, 1981, and (ii) Series A Common
     Shares) to the extent provided in Article IV of the Articles
     of Incorporation of the Corporation.

          (d)  Conversion -

               (1)  The   Series  P  Preferred  Shares  shall  be
     convertible   into  the   Corporation's  Common   Shares  as
     hereinafter  provided, and  when and  as so  converted, such
     Series P Preferred Shares shall be cancelled and retired and
     shall not be reissued as such.  Commencing upon issuance and
     continuing through the day  before the fourth anniversary of
     their  issuance,  the Series  P  Preferred  Shares shall  be
     converted,  upon  written notice  to  the Corporation,  into
     Common Shares of  the Corporation  at the rate  of nine  (9)
     Common Shares for each Series P Preferred Share.  Thereafter
     through the day before the fifth anniversary of their

<PAGE>
issuance, the Series P Preferred Shares shall be  converted, upon
written  notice to  the Corporation,  into  Common shares  of the
Corporation  at  the rate  of eight  (8)  Common Shares  for each
Series P Preferred Share.   Written notice of intent  to convert,
if not delivered to the Corporation, must be postmarked not later
that midnight the day  before the fourth or fifth  anniversary of
the issuance of  the Series P  Preferred Shares, as the  case may
be.  The holders  of Series P Preferred Shares  shall be entitled
to receive in exchange  therefor certificates for the  fully paid
and  non-assessable Common Shares of the  Corporation at the rate
aforesaid, within  thirty (30)  days following the  later of  (i)
receipt  of  written  notice  of  intent  to  convert,  and  (ii)
presentation and surrender  to the Corporation at  its offices of
the  certificates representing  Series P  Preferred Shares  to be
converted, all under suitable regulations to be prescribed by the
board  of directors of the  Corporation.  Conversion  of Series P
Preferred Shares  in the  manner aforesaid  shall not  affect the
right  of  the converting  holder  thereof  to receive  dividends
accrued but  unpaid  thereon  as  of the  dividend  payment  date
immediately prior to conversion.

               (2)  The number  of Common Shares  into which each
     Series P Preferred Share is convertible shall  be subject to
     adjustment from time to time as set forth in clauses (A) and
     (B) of this subparagraph (2):

               (A)  In  case  the  Corporation  shall  (i) pay  a
          dividend  on  its  Common   Shares  in  shares  of  the
          Corporation  (ii)  subdivide  its   outstanding  Common
          Shares,  (iii)  combine the  outstanding  Common Shares
          into  a  smaller number  of  shares  or (iv)  issue  by
          reclassification of its Common Shares (whether pursuant
          to a  merger or consolidation or  otherwise) any shares
          of the  Corporation, then the  holder of each  Series P
          Preferred Share  shall be entitled to  receive upon the
          conversion of such share,  the number of shares  of the
          Corporation  which he  would have  owned or  would have
          been  entitled to receive after the happening of any of
          the  events  described   above  had  such  share   been
          converted immediately  prior to  the happening of  such
          event.   An adjustment made pursuant  to this provision
          shall  become effective  retroactively with  respect to
          conversions made subsequently to the record date in the
          case of a  dividend, and shall become  effective on the
          effective  date   in  the   case   of  a   subdivision,
          combination or reclassification.

               (B)  No adjustment in the conversion rate shall be
          required  unless  such   adjustment  would  require  an
          increase or decrease in such rate of at least one-tenth
          (1/10) of  a Common Share; provided,  however, that any
          adjustments which by reason of this clause (B) are not

                               -2-

<PAGE>
          required to be made shall be carried forward  and taken
          into account in any subsequent adjustment.

               (3)  The  Corporation shall  at all  times reserve
     and  keep available  out  of its  authorized Common  Shares,
     solely for the purpose of issuance upon conversion of Series
     P Preferred Shares as herein provided, such number of Common
     Shares  as shall then be issuable upon the conversion of all
     outstanding Series P Preferred Shares.

               (4)  Fractional  Common  Shares  of Common  Shares
     shall not be  issued upon conversion  of Series P  Preferred
     Shares, nor  shall cash  adjustments be made  for fractional
     shares upon such conversion.

               (5)  For purposes of this  paragraph (f), the term
     "Common Shares" shall mean (A) the class of stock designated
     as the Common Shares of the Corporation at the date of these
     Amended Articles of Incorporation, or (B) any other class of
     stock resulting from successive changes or reclassifications
     of such class consisting solely of a change in par value, or
     a change from no par value to par value.

          (e)  Redemption - 

               (1)  Unless  such shares  have been  converted, or
     notice  of  intent to  convert  has been  given  pursuant to
     paragraph (d) hereof, prior to the fifth anniversary  of the
     issuance of  the Series P Preferred  Shares, the Corporation
     shall, thereafter on each subsequent anniversary of the date
     of issue thereof, redeem one-tenth of the number of Series P
     Preferred  Shares  outstanding on  the fifth  anniversary of
     their issuance until all such shares have been redeemed.

               (2)  The holder of Series  P Preferred Shares may,
     at  his  option,  during any  two  years  of the  redemption
     period, elect  to have redeemed  as much  as twenty  percent
     (20%)  of the  amount  held  by  the  holder  on  the  fifth
     anniversary of their issuance.

               (3)  Notice  of any redemption  shall be mailed to
     each  holder of Series P Preferred Shares to be redeemed not
     less than thirty (30) days prior to the date upon which such
     stock is to  be redeemed.   If on  or before the  redemption
     date specified in such notice, the  funds necessary for such
     redemption  shall have been set aside  by the Corporation so
     as to be available for  payment on demand to the  holders of
     the Series P Preferred Shares so called for redemption then,
     notwithstanding that  any certificate representing  Series P
     Preferred  Shares so  called for  redemption shall  not have
     been  surrendered  for cancellation,  the  dividends thereon
     shall  cease to  accrue  from and  after  the date  of  such
     redemption so specified, and all rights with respect to such
     Series P Preferred Shares so called for redemption,

                               -3-

<PAGE>
     including any right to vote or otherwise participate  in the
     determination  of  any  proposed  corporate   action,  shall
     forthwith  after such  redemption date cease  and terminate,
     except  only  the  right  of   the  holder  to  receive  the
     redemption price  therefor, but without interest.   Series P
     Preferred Shares redeemed pursuant to the  provisions hereof
     or any such shares purchased or otherwise acquired shall not
     be reissued but shall be  cancelled and proceedings shall be
     taken  in  the manner  prescribed by  statute to  reduce the
     number of outstanding Series P Preferred Shares accordingly.

          (f)  Liquidation -  The amount payable upon each Series
P Preferred Share in the event of either voluntary or involuntary
liquidation shall be $100.00, plus  a sum equal to the  amount of
all accumulated and unpaid dividends thereon.


                               -4-

<PAGE>
                      ARTICLES OF AMENDMENT
                                OF
                 TELEPHONE AND DATA SYSTEMS, INC.


TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

          Pursuant to section  1002 or 1006 of  the Iowa Business
Corporation Act, the undersigned corporation adopts the following
amendment to the corporation's articles of incorporation.
-----------------------------------------------------------------

        Statement of Designation, Preferences, and Rights,
                                of
                        Redeemable Voting
          Series PP Preferred Shares, without par value,
                  Stated Value $100.00 Per Share
-----------------------------------------------------------------


          1.  The name  of the corporation is Telephone  and Data
Systems, Inc.

          2.  A copy of the resolution of the Board of  Directors
establishing  and  designating the  Redeemable  Voting  Series PP
Preferred Shares  and fixing and determining  the relative rights
and  preferences thereof is attached  hereto as Exhibit  1 and is
made a part of this statement.

          3.  The  aforesaid resolution was  adopted as of  March
25, 1991.

          4.  The  aforesaid resolution was  duly adopted by  the
Board  of Directors  of  TELEPHONE AND  DATA  SYSTEMS, INC.    No
shareholder vote was required.  

          IN WITNESS WHEREOF, I  have hereunto subscribed my name
as of this 25th day of March, 1991.


                              TELEPHONE AND DATA SYSTEMS, INC.


                              By:/s/ LeRoy T. Carlson      
                                 ----------------------------
                                 LeRoy T. Carlson, Chairman

<PAGE>
                                                        Exhibit 1


       STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
           REDEEMABLE VOTING SERIES PP PREFERRED SHARES


          RESOLVED,  that  pursuant  to  the  authority expressly
granted to and vested in the  board of directors of the  Corpora-
tion by  the Articles of  Incorporation of  the Corporation,  the
board  of directors hereby creates and authorizes the issuance of
a  series of the Preferred  Shares of the  Corporation to consist
originally  of Fifty-Three Thousand  One Hundred  and Thirty-Four
(53,134) shares, and hereby fixes  the designation and the  rela-
tive rights and preferences thereof as follows:

          (a)  Designation.   The designation  of  the series  of
Preferred Shares created by  this resolution shall be "Redeemable
Voting Series  PP Preferred  Shares" (hereinafter referred  to as
the "Series  PP  Preferred Shares").    The Series  PP  Preferred
Shares  shall have no par value but  shall have a stated value of
$100.00 per share.

          (b)  Dividends.   Each holder of a  Series PP Preferred
Share shall be entitled to  receive, when, as and if  declared by
the board  of directors of the  Corporation, cumulative dividends
during each fiscal  quarter to the extent set forth  below.  Such
dividends  shall commence  to accrue  (whether or  not declared),
without  interest, with  the fiscal  quarter ending  December 31,
1991,  at a per annum rate of  four dollars ($4.00) per share and
shall  be  paid (if  and  when  declared) in  cash  on the  first
business  day after  the end  of the  quarter for  which accrued;
provided, however, that any dividends accrued with respect to the
first seventeen  quarters after September 30, 1991, shall be paid
by issuing  additional Series PP  Preferred Shares at  the annual
rate of .04 of a  share for each outstanding Series  PP Preferred
Share;  and such dividends shall accrue thereafter at a per annum
rate of six dollars ($6.00) per share.  If with respect to any of
the first seventeen quarters after September 30, 1991, any of the
additional Series PP Preferred Shares  to be paid in satisfaction
of  the dividend  then  accrued are  not  issued, then,  for  the
purpose  of determining  the cumulative  dividends to  which each
holder of Series PP Preferred Shares shall thereafter be entitled
to receive with respect to subsequent fiscal quarters ended on or
before  December 31,  1995,  the additional  Series PP  Preferred
Shares not  so issued shall be  deemed to have been  issued as of
the first  business day  following the fiscal  quarter for  which
accrued and to  accrue dividends commencing  with the quarter  in
which deemed to be issued.


                               -2-

<PAGE>
          (c)  Redemption at Election of Corporation.

               (1)  Unless  the  Corporation shall  have received
written notice of  the holder's  election to have  the Series  PP
Preferred Shares redeemed in accordance with paragraph (d) hereof
on or before  January 31,  1996, the Series  PP Preferred  Shares
shall thereafter be redeemable, in whole or in part from  time to
time, at the  option of  the Corporation, upon  giving notice  as
provided  in subparagraph  (c)(2) hereof,  by delivering,  at the
option  of the Corporation, on  any date set  for redemption (the
"Redemption Date"),  for Each  Series PP Share  (i) 5.03143  (the
"Redemption Ratio") fully paid  and nonassessable Common  Shares,
par  value $1.00  per  share ("USCC  Common  Shares"), of  United
States Cellular Corporation, a  Delaware corporation ("USCC"), or
(ii) that number of  Common Shares, par value $1.00 per share, of
the Corporation ("TDS Common Shares") having a Market Value equal
to  the Market Value  of one USCC Common  Share multiplied by the
Redemption Ratio, or  (iii) a combination  of USCC Common  Shares
and TDS Common Shares  having an aggregate Market Value  equal to
the  Market  Value of  one USCC  Common  Share multiplied  by the
Redemption Ratio, or (iv) cash (paid by certified check) equal to
the  Market  Value of  one USCC  Common  Share multiplied  by the
Redemption Ratio. 

               (2)   Notice of  an election under  the redemption
provision in subparagraph (c)(1) above  shall be mailed (by first
class, postage prepaid)  to each  holder of  Series PP  Preferred
Shares to be redeemed at the address appearing  on the records of
the  Corporation  not less  than thirty  (30)  days prior  to the
Redemption  Date.  If the Corporation elects to redeem any of the
Series  PP Preferred  Shares  in  cash  and,  on  or  before  the
Redemption Date specified in such notice, the funds necessary for
such redemption shall have  been set aside by the  Corporation so
as  to be  available  for payment  to  the holders  of Series  PP
Preferred  Shares so  called  for redemption  upon such  holders'
surrender of such Series PP Preferred  Shares to the Corporation,
then, notwithstanding that any certificate representing Series PP
Preferred Shares  so called  for redemption shall  not have  been
surrendered for cancellation,  the dividends thereon shall  cease
to accrue from and after the Redemption Date and all  rights with
respect  to  such  Series  PP  Preferred  Shares  so  called  for
redemption, including any right  to vote or otherwise participate
in  the determination  of  any proposed  corporate action,  shall
terminate  at the  close  of business  on  such Redemption  Date,
except only the  right of  the holder to  receive the  Redemption
Price therefor, but without interest.  

               (3)  Each notice of redemption shall state:

                    (A)  the Redemption Date;

                    (B)  the number of Series PP Preferred Shares
to be  redeemed  and, if  less  than all  the  shares are  to  be
redeemed, the number of shares to be redeemed and the manner in

                               -3-

<PAGE>
which  the number of shares to  be redeemed from each holder will
be determined;

                    (C)    whether the  Redemption Price  will be
paid in cash (by certified check),  by the issuance of TDS Common
Shares,   by  the  transfer  of  USCC  Common  Shares,  or  by  a
combination thereof; and 

                    (D)   the  place where  certificates for  the
Series PP Preferred Shares  are to be surrendered for  payment of
the Redemption Price.

               (4)  Each holder of Series PP Preferred  Shares to
be redeemed shall present and surrender his  certificate for such
shares to the Corporation at the place designated in such notice.
Within  two business days after the date of such presentation or,
if  later, upon the Redemption Date, the Redemption Price of such
shares shall be paid to or on the  order of the person whose name
appears  on  such  certificate  as  the  owner  thereof and  each
surrendered certificate shall  be cancelled.  In case  fewer than
all the shares represented by any certificate are redeemed, a new
certificate shall  be issued representing  the unredeemed shares.
From and after the Redemption Date (unless  the Corporation shall
default  in payment of the  Redemption Price), all  rights of the
holders thereof  as shareholders  of the Corporation,  except the
right to receive the  Redemption Price thereof, without interest,
upon the  surrender of certificates representing  the same, shall
cease  and  terminate,  such   shares  shall  not  thereafter  be
transferred (except with  the consent of the Corporation)  on the
books  of the Corporation, and such shares shall not be deemed to
be outstanding for any purpose whatsoever.

               (5)  For  purposes  of  this  Statement,  (A)  the
"Market  Value" per  share of  TDS Common  Shares or  USCC Common
Shares  at any time  as of which  such value is  to be determined
shall be deemed  to be  the average "Closing  Price" (as  defined
below) for TDS or USCC Common Shares, as the case may be, for the
five  trading days ending on the fifth business day preceding the
relevant   Redemption  Date,   Accelerated  Redemption   Date  or
effective  date  of  a  Going Private  Transaction  of  the  type
referred to in subparagraph (d)(4)(C) below, (B) a "business day"
means  a  day on  which  the  New York  Stock  Exchange or  other
principal stock exchange or  over-the-counter market on which the
TDS  or USCC Common  Shares, as the  case may be,  are traded was
open for  at least one-half  of its normal business  day, and (C)
the "Closing  Price" on any day  shall be the last  sale price of
such  shares, regular way,  as reported in  a composite published
report  of  transactions  which  includes  transactions   on  the
exchange  or other  principal markets  in which  such shares  are
traded or,  if there is no  such composite report as  to any such
day, the last reported sale price, regular way (or if there is no
such  reported sale  on  such day,  the  average of  the  closing
reported bid  and asked  prices) on  the principal  United States
securities trading market (whether a stock exchange, National

                               -4-

<PAGE>
Association of  Securities Dealers Automated  Quotation System or
otherwise) on which such shares are traded.  

          (d)  Redemption at Election of Holder.

               (1)  The  Series  PP  Preferred  Shares  shall  be
redeemable in whole  but not in part at the  option of the holder
thereof, on January 31,  1996, upon written notice given  by such
holder, at the office or agency maintained by the Corporation for
that purpose.

               (2)  Each  Series PP  Preferred Share  tendered to
the  Corporation for redemption  pursuant to  subparagraph (d)(1)
above  shall be redeemed by the Corporation on the date specified
in  the notice (and permitted  by this Statement)  referred to in
subparagraph (d)(1)  above (which shall be  the "Redemption Date"
of such shares), by delivering, at the option of the Corporation,
(i)  that  number of  fully  paid and  nonassessable  USCC Common
Shares determined by multiplying one (1) by the Redemption Ratio,
or (ii) that  number of TDS Common  Shares having a  Market Value
equal to the Market Value of  one USCC Common Share multiplied by
the  Redemption Ratio,  or  (iii) a  combination  of USCC  Common
Shares  and TDS Common  Shares having  an aggregate  Market Value
equal to the Market Value of one USCC Common Share multiplied  by
the Redemption Ratio.  

               (3)  Upon  presentation  and   surrender  of   the
certificate  representing the  Series PP  Preferred Shares  to be
redeemed,  the holder  thereof shall  be  entitled to  receive in
exchange therefor a certificate  or certificates representing the
fully  paid  and nonassessable  TDS  Common  Shares, USCC  Common
Shares,  or a combination  thereof, determined in  the manner set
forth  in  subparagraph  (d)(2)  above.    In  addition,  if  any
additional Series PP Preferred  Shares that were to be  issued in
payment of dividends accrued with  respect to the first seventeen
quarters after September 30,  1991, were not issued prior  to the
Redemption  Date,  then  such   holder  shall  also  receive,  in
satisfaction of such dividends, the additional TDS Common Shares,
USCC  Common Shares, or a  combination thereof, determined in the
manner set forth in subparagraph  (d)(2) above, which such holder
would have received if such additional shares had been issued and
had been tendered for redemption.

               (4)  The amount and kind of securities or property
to be delivered pursuant  to subparagraph (c)(1) or  (d)(2) above
shall be subject to adjustment from time to time as follows:  

                    (A)  In case USCC shall  (i) take a record of
the  holders of USCC Common  Shares for the  purpose of entitling
them  to receive a dividend  payable in USCC  Common Shares, (ii)
subdivide the  outstanding USCC  Common Shares, or  (iii) combine
the  outstanding USCC  Common  Shares into  a  smaller number  of
shares,  the  Redemption  Ratio  shall be  adjusted  (or  further
adjusted in the case of successive such events) so that each

                               -5-

<PAGE>
holder of Series PP Preferred Shares shall thereafter be entitled
upon the redemption of each share thereof held by him to  receive
for  each such  share the number  of USCC Common  Shares which he
would  have owned or been entitled to receive after the happening
of  that one  of  the events  described  above which  shall  have
happened  had  such  Series  PP  Preferred  Share  been  redeemed
immediately  prior to the happening of such event in exchange for
USCC  Common   Shares,  such  entitlement   to  become  effective
immediately  after  the  opening  of  business on  the  day  next
following (x) the  record date for such dividend, or  (y) the day
upon  which  such   subdivision  or   combination  shall   become
effective.  

                    (B)  In case USCC shall  take a record of the
holders of USCC Common  Shares for the purpose of  entitling them
to receive  an Extraordinary  Dividend (as  hereinafter defined),
the holder of each Series PP Preferred Share shall be entitled in
each  such case to an additional cash payment upon the redemption
of such share in  an amount equal to the  amount of cash and  the
fair market value  as of such record  date of any  property other
than cash that such holder would have been entitled to receive as
a  result  of such  Extraordinary  Dividend  had such  Series  PP
Preferred Share  been redeemed  immediately prior to  such record
date in exchange for USCC Common Shares.  As used herein the term
"Extraordinary  Dividend"  means any  dividend  upon  USCC Common
Shares payable in cash  and/or in property other than cash if and
to the extent that on the record date thereof the  amount of such
cash and the fair market  value of such property per USCC  Common
Share (when added to all other dividends (other than any dividend
referred to  in subparagraph (d)(4)(A) above)  previously paid on
USCC Common Shares during the same Payment Period (as hereinafter
defined))  exceeds ten percent  of the average  Closing Price for
USCC  Common  Shares for  the five  trading  days ending  on such
record date;  provided,  however, that  the  term  "Extraordinary
Dividend"  shall   not  include  any  dividend   referred  to  in
subparagraph (d)(4)(A) above.   As used herein the  term "Payment
Period"  means each  consecutive  12-month  period commencing  on
October 1, 1991, and each anniversary thereof.

                    (C)  In  case  USCC   shall  effect  a  Going
Private  Transaction  (as  hereinafter  defined)  in   which  the
consideration to be received by the holders of USCC Common Shares
consists of  equity securities of TDS,  then, notwithstanding any
provision of this Statement to  the contrary, upon the subsequent
redemption  of  the Series  PP Preferred  Shares, each  Series PP
Preferred  Share  tendered  to  the  Corporation  for  redemption
pursuant to subparagraph (c)(1) or (d)(1) above shall be redeemed
by the  Corporation  on  the Redemption  Date  specified  in  the
redemption notice (and otherwise  permitted by this Statement) by
delivering that number of TDS Common Shares having a Market Value
as  of the effective date of such Going Private Transaction equal
to the  Market Value on such  date of that number  of USCC Common
Shares for which such  Series PP Preferred Share might  have been
redeemed immediately prior to such Going Private Transaction,

                               -6-

<PAGE>
plus  that number of USCC Common  Shares which the holder of such
Series  PP Preferred Share would have been entitled to receive if
all of  the additional Series PP Preferred Shares to be issued in
payments of  accrued dividends  for the first  seventeen quarters
after  September 30, 1991,  pursuant to the  proviso in paragraph
(b) above,  had been  issued  and immediately  redeemed for  USCC
Common Shares  on the last business day immediately preceding the
effective date of such Going Private Transaction.  The TDS Common
Shares to be delivered pursuant to this paragraph (d)(4)(C) shall
be  subject to adjustment from  time to time  after the effective
date of a  Going Private Transaction of  the type referred to  in
this subparagraph pursuant to  subparagraphs (d)(4)(A) and (B) as
if  such subparagraphs  referred  to TDS  and  TDS Common  Shares
rather than USCC and USCC Common Shares, respectively.

                    (D)  No adjustment  in the  number of  TDS or
USCC Common  Shares, as the case  may be, to which  any holder is
entitled pursuant to  the application  of subparagraph  (d)(4)(A)
above  shall be required unless such  adjustment would require an
increase or decrease of at  least 1/10th of a TDS or  USCC Common
Share,   as  the  case  may   be;  provided,  however,  that  any
adjustments which by reason  of this clause (D) are  not required
to be made shall be carried forward and taken into account in any
subsequent adjustment.  

               (5)  Each holder who  has given notice pursuant to
subparagraph   (d)(1)   above  shall   deliver   the  certificate
representing  all  of  his  Series  PP  Preferred  Shares to  the
Corporation with the notice of the redemption.

          (e)  Redemption  in the  Event of Organic  Change.   In
case  USCC   shall  propose  to  effect   any  reorganization  or
reclassification of USCC Common Shares, consolidate or merge with
another  corporation,  or  sell  to another  corporation  all  or
substantially all of its assets in such a way that holders of its
outstanding  USCC  Common Shares  shall  be  entitled to  receive
(either   directly  or   upon   subsequent  liquidation)   stock,
securities, cash or other property with respect to or in exchange
for such USCC Common Shares (collectively, any "Organic Change"),
and  immediately after such Organic  Change TDS or  USCC would no
longer be under  common control  within the meaning  of Rule  405
promulgated by the Securities and Exchange Commission (the "SEC")
under the Securities Act  of 1933, as amended (a  "Disaffiliation
Transaction"),  or  USCC  or  TDS shall  propose  to  effect  any
transaction or series  of transactions of  the type described  in
paragraph (a)(3)(i)  of Rule 13e-3  promulgated by the  SEC under
the Securities Exchange Act of 1934, as amended, in which USCC is
the "issuer", which has one of the effects described in paragraph
(a)(3)(ii) of such  Rule (a "Going Private  Transaction"), and in
which the consideration  to be  received by the  holders of  USCC
Common Shares  is something other than equity  securities of TDS,
then  TDS shall deliver a  notice of redemption  (as described in
subparagraph (c)(3) above) to each  holder of Series PP Preferred
Shares at least ten business days prior to the earliest date (the

                               -7-

<PAGE>
"Effective Date")  on which holders  of USCC Common  Shares shall
become  entitled  to receive  stock,  securities,  cash or  other
property  in connection  with such Disaffiliation  Transaction or
such Going Private Transaction.   Such notice of redemption shall
specify  the Effective Date  and each  Series PP  Preferred Share
shall be  redeemed on a date (the  "Accelerated Redemption Date")
which  is not  later than  the last  business day  preceding such
Effective  Date by the delivery by the Corporation of that number
of  USCC Common Shares for  which such Series  PP Preferred Share
might have been redeemed immediately prior to such Disaffiliation
Transaction or  such Going Private Transaction,  plus that number
of  USCC Common  Shares  which  the  holder  of  such  Series  PP
Preferred Share would have been entitled to receive if all of the
additional  Series PP Preferred Shares to be issued in payment of
accrued dividends  for the first seventeen  fiscal quarters after
September 30,  1991, pursuant  to the  proviso  in paragraph  (b)
above, had been  issued and immediately redeemed  for USCC Common
Shares on the Accelerated Redemption Date.

          (f)  No  Fractional Shares.   No fractional  TDS Common
Shares  or USCC Common Shares shall be issued upon the redemption
of Series PP Preferred Shares, nor shall cash adjustments be made
for fractional shares upon such redemption.

          (g)  Terminology.  For purposes of  this Statement, the
term  "TDS Common Shares" and the term "USCC Common Shares" shall
mean (A)  the class of stock  designated as the Common  Shares of
the  Corporation and the Common Shares  of USCC, respectively, on
the  date  this Statement  is filed  with  the Iowa  Secretary of
State,  or (B) any other class of stock resulting from successive
changes or reclassifications of such class consisting solely of a
change in par value, or a change from no par value to par value.

          (h)  Voting Rights.  

               (1)  With respect  to all matters,  each holder of
Series PP Preferred Shares shall be entitled to one vote for each
share  of such stock  standing in the  name of the  holder on the
books of the Corporation.

               (2)   With respect  to the election  of directors,
the holders of Series PP Preferred Shares shall have class voting
rights (voting together with  the holders of (i) other  Preferred
Shares that are  entitled to  vote thereon and  that were  issued
after  October 31, 1981, and (ii)  Series A Common Shares) to the
extent provided in Article IV of the Articles of Incorporation of
the Corporation.

          (i)  Preference  Value  in  Liquidation.    The  amount
payable  upon  each Series  PP Preferred  Share  in the  event of
either voluntary or involuntary liquidation shall be $100.00.



                               -8-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
           $8.00 Cumulative Convertible and Redeemable
                Voting Series Q, Preferred Shares,
          without par value, Stated Value $100 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing and designating the $8.00 Cumulative Convertible and
Redeemable  Voting Series  Q  Preferred Shares,  as amended,  and
fixing  and  determining  the  relative  rights  and  preferences
thereof is attached  hereto as Exhibit  A and is  made a part  of
this statement.

          3.   The aforesaid resolution was adopted as of January
10, 1985.

          4.   The  aforesaid resolution was  duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and affixed the seal of  said corporation this 10th day  of
January, 1985.

                              TELEPHONE AND DATA SYSTEMS, INC.



                              By  /s/ LeRoy T. Carlson           
                                   ----------------------------
                                 LeRoy T. Carlson, Chairman



                                  /s/ Michael G. Hron            
                                   ----------------------------
                                 Michael G. Hron, Secretary

<PAGE>
         STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
                                OF
           $8.00 CUMULATIVE CONVERTIBLE AND REDEEMABLE
                VOTING SERIES Q PREFERRED SHARES,
        WITHOUT PAR VALUE, STATED VALUE $100.00 PER SHARE
       ---------------------------------------------------


          RESOLVED,  that pursuant  to  the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby creates  and authorizes the issuance of a series
of the Preferred Shares of  the Corporation to consist originally
of  fifteen  thousand  (15,000)  shares,  and  hereby  fixes  the
designation, relative rights and preferences thereof as follows:

          (a)  Designation -  The designation  of  the series  of
Preferred  Shares  created by  this  resolution  shall be  "$8.00
Cumulative Convertible and Redeemable  Voting Series Q  Preferred
Shares"  (hereinafter  referred to  as  the  "Series Q  Preferred
Shares").  The Series Q Preferred  Shares shall have no par value
but shall have a stated value of $100.00 per share.

          (b)  Dividends  -  The holders  of  Series Q  Preferred
Shares shall  be entitled to receive, when and as declared by the
board  of directors of the Corporation, out  of any assets of the
Corporation available for dividends  pursuant to the laws  of the
State of  Iowa,  preferential  dividends  at the  rate  of  eight
dollars ($8.00) per annum per share and no more.   The dividends,
when  payable, shall  be  paid quarterly  on  the first  days  of
January,  April, July and October  in each year  (prorated if the
period  such stock is  outstanding prior  to the  first quarterly
dividend  date is  less  than  a  calendar quarter),  before  any
dividends shall  be declared or  paid upon or  set apart  for the
Common  Shares or Series A  Common Shares of  the Corporation for
that  quarter.  Such dividends upon the Series Q Preferred Shares
shall be cumulative  from the  date of issue  thereof so that  if
dividends  for  any past  dividend period  at  the rate  of eight
dollars  ($8.00) per  annum per  share shall  not have  been paid
thereon  or declared and a sum sufficient for payment thereof set
apart,  the deficiency  shall  be fully  paid  or set  apart  but
without interest, before any  dividend shall be paid upon  or set
apart  for the Common Shares or Series A Common Shares; provided,
however, that no dividends shall be declared on the shares of any
series of preferred stock for any dividend period unless the full
dividend for all prior dividend periods shall have  been declared
or shall  be declared at the  same time upon  all preferred stock
outstanding  during  such  prior  dividend  periods, and  further
provided that no dividends shall be declared on the shares of any
series of preferred stock  unless a dividend for the  same period
shall  be  declared at  the same  time  upon all  preferred stock
outstanding during said period in like proportion to the dividend
rate  upon  such shares.   Whenever  the  full dividend  upon all
series of the preferred stock for all past dividend periods shall
have been paid and the full dividend thereon for the then current

                               -1-

<PAGE>
dividend  period shall  have  been paid  or  declared and  a  sum
sufficient  for the payment thereof set apart, dividends upon the
Common Shares  or Series A Common  Shares may be  declared by the
board of directors out  of the remainder of the  assets available
therefor.

          (c)  Redemption - 

               (1)  Unless  the  Series Q  Preferred  Shares have
     been  converted, or  written  notice of  intent to  convert,
     pursuant to paragraph  (f) hereof, has been received  by the
     Corporation on  or before January 18,  1990, the Corporation
     may, at its option at any time thereafter, redeem all of the
     then outstanding  Series Q Preferred Shares  for $100.00 per
     share.

               (2)  Commencing  January  18,  1986  and  on  each
     subsequent January 18  through 1991 (the "Redemption  Date")
     the  Corporation shall redeem, at the  option of each holder
     of  Series   Q  Preferred   Shares  and  upon   delivery  of
     certificates  representing such  shares to  the Corporation,
     pro rata from each holder of Series  Q Preferred  Shares, for
     $100.00  per share, up  to the  aggregate amounts  set forth
     below:

               January 18, 1986          2,500 shares
               January 18, 1987          2,500 shares
               January 18, 1988          2,500 shares
               January 18, 1989          2,500 shares
               January 18, 1990          2,500 shares
               January 18, 1991          2,500 shares
                                        -------------

                              Total     15,000 shares

     Notwithstanding the previous sentence, the number of  Series
     Q Preferred Shares which the Corporation may be  called upon
     to  redeem on  each Redemption  Date shall  be reduced  on a
     share-for-share basis  by the  number of Series  Q Preferred
     Shares  that   have  been   converted,  or  for   which  the
     Corporation  has  received  written  notice  of   intent  to
     convert, pursuant  to the terms of paragraph  (f) hereof, on
     or before  December 31 of each  year.  In any  year in which
     the number  of Series  Q Preferred Shares  converted exceeds
     the number which would  otherwise be redeemable on  the next
     succeeding  Redemption  Date, such  excess shall  be carried
     forward, aggregated with subsequent conversions and deducted
     from   the  number  of   shares  redeemable   on  succeeding
     Redemption Dates.

               (3)  Notice  of an  election under  the redemption
     provision in  subparagraph (1)  above shall be  delivered to
     each holder of Series  Q Preferred Shares to be  redeemed at
     the address appearing on the records of the Corporation.  If
     on or before the redemption date specified in such notice,

                               -2-

<PAGE>
the funds necessary for such redemption shall have been set aside
by the Corporation so as to be available for payment on demand to
the holder of Series Q Preferred Shares so called for redemption,
then, notwithstanding that any certificate  representing Series Q
Preferred  Shares so called  for redemption  shall not  have been
surrendered  for cancellation, the  dividends thereon shall cease
to  accrue  from  and  after  the  date  of  such  redemption  so
specified, and all rights with respect to such Series Q Preferred
Shares so called for  redemption, including any right to  vote or
otherwise  participate  in  the  determination  of  any  proposed
corporate  action,  shall forthwith  after  such  redemption date
cease  and  terminate, except  only the  right  of the  holder to
receive the  redemption  price therefor,  but  without  interest.
Series  Q Preferred  Shares redeemed  pursuant to  the provisions
hereof or  any such shares purchased or  otherwise acquired shall
not be reissued but  shall be cancelled and proceedings  shall be
taken in the manner prescribed by statute to reduce the number of
outstanding Series Q Preferred Shares accordingly.

          (d)  Voting Rights - 

               (1)  For  all purposes,  the  holders of  Series Q
     Preferred Shares  shall  be entitled  to one  vote for  each
     share of such stock  standing in the  name of the holder  on
     the books of the Corporation.

               (2)  Subject to the rights, if any, of the holders
     of  one  or more  series of  Preferred  Shares, voting  as a
     class,  to elect one or  more directors, in  the election of
     directors, the  holders of  Series Q Preferred  Shares shall
     vote together as one  class with the Series A  Common Shares
     and shall  be entitled to elect  75% of the total  number of
     directors of  the Corporation  (rounded down to  the nearest
     whole  number).   The  total  number  of  directors  of  the
     Corporation  shall  be  determined  without  regard  to  any
     director(s)  whom  the  holders of  one  or  more series  of
     Preferred Shares,  voting as a  class, have elected  or have
     the right to elect.   In the event the number of  issued and
     outstanding  Series A Common Shares  at any time falls below
     500,000, then with  respect to the election  of directors at
     the  next annual  meeting thereafter  the holders  of Common
     Shares, Series A Common Shares and Preferred Shares shall be
     entitled to elect all of the directors of the Corporation.

          (e)  Pre-emptive  Rights -  No holder  of any  Series Q
Preferred Shares  shall have  any pre-emptive right  to subscribe
for or acquire additional  shares of the Corporation of  the same
or any other class  or series, whether such  shares be hereby  or
hereafter authorized; and no holder  of Series Q Preferred Shares
shall  have any pre-emptive right to acquire any shares which may
be held in the  treasury of the Corporation; all  such additional
or treasury shares may be sold for such consideration at such

                               -3-

<PAGE>
time and to such person or  persons as the board of directors may
from time to time determine.

          (f)  Conversion -

               (1)  The   Series  Q  Preferred  Shares  shall  be
     convertible   into  the   Corporation's  Common   Shares  as
     hereinafter  provided, and  when and  as so  converted, such
     Series Q Preferred Shares shall be cancelled and retired and
     shall not be reissued as such.  Commencing upon issuance and
     continuing until the close of business on December 31, 1990,
     the  Series  Q Preferred  Shares  shall  be converted,  upon
     written notice to the Corporation, into Common Shares of the
     Corporation at the rate  of nine (9) Common Shares  for each
     Series Q Preferred Share.  The holders of Series Q Preferred
     Shares  shall be  entitled to  receive in  exchange therefor
     certificates for fully paid and non-assessable Common Shares
     of the Corporation at the rate aforesaid within fifteen (15)
     days following the later of (i) receipt of written notice of
     intent to  convert, and  (ii) presentation and  surrender to
     the  Corporation   at  its   offices  of   the  certificates
     representing Series Q Preferred  Shares to be converted, all
     under suitable regulations to be prescribed by  the board of
     directors of the Corporation.

               (2)  The number of Common  Shares into which  each
     Series Q Preferred Share is convertible  shall be subject to
     adjustment  from time to time as set forth in subclauses (A)
     and (B) of this subparagraph (2):

               (A)  In case  the  Corporation  shall  (i)  pay  a
          dividend  on  its  Common   Shares  in  shares  of  the
          Corporation,  (ii)  subdivide  its  outstanding  Common
          Shares,  (iii) combine  the  outstanding Common  Shares
          into  a  smaller number  of  shares  or (iv)  issue  by
          reclassification of its Common Shares (whether pursuant
          to a  merger or consolidation or  otherwise) any shares
          of  the Corporation, then  the holder of  each Series Q
          Preferred Share  shall be entitled to  receive upon the
          conversion of such  share, the number of  shares of the
          Corporation which the holder  would have owned or would
          have been  entitled to  receive after the  happening of
          any of the events  described above had such share  been
          converted immediately  prior to  the happening  of such
          event.   An adjustment made pursuant  to this provision
          shall  become effective  retroactively with  respect to
          conversions made  subsequent to the record  date in the
          case  of a dividend, and  shall become effective on the
          effective   date  in   the  case   of  a   subdivision,
          combination or reclassification.

               (B)  No adjustment in the conversion rate shall be
          required  unless  such  adjustment  would   require  an
          increase or decrease in such rate of at least one-tenth

                               -4-

<PAGE>
(1/10) of a Common Share; provided, however, that any adjustments
which by  reason of this clause  (B) are not required  to be made
shall be carried forward and taken into account in any subsequent
adjustment.

               (3)  The  Corporation shall  at all  times reserve
     and  keep available  out  of its  authorized Common  Shares,
     solely for the purpose of issuance upon conversion of Series
     Q Preferred Shares as herein provided, such number of Common
     Shares  as shall then be issuable upon the conversion of all
     outstanding Series Q Preferred Shares.

               (4)  Fractional Common Shares  shall not be issued
     upon conversion of Series Q Preferred Shares, nor shall cash
     adjustments  be   made  for  fractional   shares  upon  such
     conversion.

               (5)  For purposes of this paragraph  (f), the term
     "Common Shares" shall mean (A) the class of stock designated
     as the Common Shares of the Corporation at the date of these
     Amended Articles of Incorporation, or (B) any other class of
     stock resulting from successive changes or reclassifications
     of such class consisting solely of a change in par value, or
     a change from no par value to par value.

          (g)  Liquidation  Rights   -  In   the  event  of   any
liquidation, dissolution, or  winding up  of the  affairs of  the
Corporation, whether voluntary or involuntary, the holders of the
Series Q Preferred Shares shall be entitled, before any assets of
the  Corporation shall be distributed  among or paid  over to the
holders  of Common Shares or  Series A Common  Shares, to receive
out  of  the  assets of  the  Corporation  $100.00  per Series  Q
Preferred Share.   If upon any  such dissolution, liquidation  or
winding up, the assets  of the Corporation available for  payment
to shareholders are not sufficient to make payment in full to the
holders of the Series  Q Preferred Shares, payment shall  be made
to such holders ratably  in accordance with the number  of shares
held  by them,  and in  case there  shall then  be more  than one
series of preferred  stock outstanding at  that time, ratably  in
accordance with the respective  distributive amount to which such
holders shall be entitled.



                               -5-

<PAGE>
                      ARTICLES OF AMENDMENT
                                OF
                 TELEPHONE AND DATA SYSTEMS, INC.


TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

          Pursuant to section  1002 or 1006 of  the Iowa Business
Corporation Act, the undersigned corporation adopts the following
amendment to the corporation's articles of incorporation.
-----------------------------------------------------------------

        Statement of Designation, Preferences, and Rights,
                                of
                        Redeemable Voting
          Series QQ Preferred Shares, without par value,
                  Stated Value $100.00 Per Share
-----------------------------------------------------------------


          1.  The name  of the corporation is Telephone  and Data
Systems, Inc.

          2.  A copy of the resolution of the Board of  Directors
establishing  and  designating the  Redeemable  Voting  Series QQ
Preferred Shares  and fixing and determining  the relative rights
and  preferences thereof is attached  hereto as Exhibit  A and is
made a part of this statement.

          3.  The aforesaid resolution was adopted as of July 18,
1991.

          4.  The  aforesaid resolution was  duly adopted by  the
Board  of Directors  of  TELEPHONE AND  DATA  SYSTEMS, INC.    No
shareholder vote was required.  

          IN WITNESS WHEREOF, I  have hereunto subscribed my name
as of this 4th day of October, 1991.


                              TELEPHONE AND DATA SYSTEMS, INC.


                              By:/s/ LeRoy T. Carlson      
                                   ----------------------------
                                 LeRoy T. Carlson, Chairman

<PAGE>
                                                        EXHIBIT A


       STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
           REDEEMABLE VOTING SERIES QQ PREFERRED SHARES


          RESOLVED,  that  pursuant  to  the  authority expressly
granted to and vested in the  board of directors of the  Corpora-
tion by  the Articles of  Incorporation of  the Corporation,  the
board  of directors hereby creates and authorizes the issuance of
a  series of the Preferred  Shares of the  Corporation to consist
originally  of Ninety-Five Thousand  Six Hundred  and Thirty-Four
(95,634) shares, and hereby fixes  the designation and the  rela-
tive rights and preferences thereof as follows:

          (a)  Designation.   The designation  of  the series  of
Preferred Shares created by  this resolution shall be "Redeemable
Voting Series  QQ Preferred  Shares" (hereinafter referred  to as
the "Series  QQ  Preferred Shares").    The Series  QQ  Preferred
Shares  shall have no par value but  shall have a stated value of
$100.00 per share.

          (b)  Dividends.   Each holder of a  Series QQ Preferred
Share shall be entitled to  receive, when, as and if  declared by
the board  of directors of the  Corporation, cumulative dividends
during each fiscal  quarter to the extent set forth  below.  Such
dividends  shall commence  to accrue  (whether or  not declared),
without  interest, with  the fiscal  quarter ending  December 31,
1991,  at a per annum rate of  four dollars ($4.00) per share and
shall  be  paid (if  and  when  declared) in  cash  on the  first
business  day after  the end  of the  quarter for  which accrued;
provided, however, that any dividends accrued with respect to the
first thirteen quarters after  September 30, 1991, shall be  paid
by issuing  additional Series QQ  Preferred Shares at  the annual
rate of .04 of a  share for each outstanding Series  QQ Preferred
Share;  and such dividends shall accrue thereafter at a per annum
rate of six dollars ($6.00) per share.  If with respect to any of
the  first thirteen quarters after September 30, 1991, any of the
additional Series QQ Preferred Shares  to be paid in satisfaction
of  the dividend  then  accrued are  not  issued, then,  for  the
purpose  of determining  the cumulative  dividends to  which each
holder of Series QQ Preferred Shares shall thereafter be entitled
to receive with respect to subsequent fiscal quarters ended on or
before  December 31,  1994,  the additional  Series QQ  Preferred
Shares not  so issued shall be  deemed to have been  issued as of
the first  business day  following the fiscal  quarter for  which
accrued and to  accrue dividends commencing  with the quarter  in
which deemed to be issued.

          (c)  Redemption at Election of Corporation.

               (1)  Unless the holder shall have  elected to have
the  Series  QQ  Preferred  Shares redeemed  in  accordance  with
paragraph  (d)(1) hereof,  the Series  QQ Preferred  Shares shall
thereafter be redeemable in whole but not in part by the

<PAGE>
Corporation,  upon  giving  notice  as  provided  in subparagraph
(c)(2) hereof, by  delivering, at the option of  the Corporation,
on  any date set for redemption (the "Redemption Date"), for each
Series QQ Share  (i) 4.35003 (the "Redemption  Ratio") fully paid
and nonassessable Common Shares, par value $1.00 per share ("USCC
Common  Shares"),  of  United  States  Cellular   Corporation,  a
Delaware  corporation ("USCC"),  or  (ii) that  number of  Common
Shares,  par value  $1.00  per share,  of  the Corporation  ("TDS
Common Shares") having a  Market Value equal to the  Market Value
of one USCC Common  Share multiplied by the Redemption  Ratio, or
(iii) a combination of  USCC Common Shares and TDS  Common Shares
having an aggregate Market Value equal to the Market Value of one
USCC Common  Share multiplied  by the  Redemption Ratio,  or (iv)
cash (paid by certified check)  equal to the Market Value  of one
USCC Common Share multiplied by the Redemption Ratio. 

               (2)   Notice of  an election under  the redemption
provision in subparagraph (c)(1) above shall  be mailed (by first
class, postage  prepaid) to each  holder of  Series QQ  Preferred
Shares to be  redeemed at the address appearing on the records of
the  Corporation  not less  than thirty  (30)  days prior  to the
Redemption Date.  If the Corporation elects  to redeem any of the
Series  QQ Preferred  Shares  in  cash  and,  on  or  before  the
Redemption Date specified in such notice, the funds necessary for
such redemption shall have  been set aside by the  Corporation so
as  to  be available  for payment  to  the holders  of  Series QQ
Preferred  Shares so  called  for redemption  upon such  holders'
surrender of such Series QQ Preferred Shares to  the Corporation,
then, notwithstanding that any certificate representing Series QQ
Preferred Shares  so called  for redemption  shall not have  been
surrendered  for cancellation,  all rights  with respect  to such
Series QQ  Preferred Shares  so called for  redemption, including
any right  to vote or otherwise participate  in the determination
of any proposed corporate action, shall terminate at the close of
business  on such Redemption Date,  except only the  right of the
holder  to receive  the  Redemption Price  therefor, but  without
interest.  

               (3)  Each notice of redemption shall state:

                    (A)  the Redemption Date;

                    (B)  the number of Series QQ Preferred Shares
to be redeemed;

                    (C)    whether the  Redemption Price  will be
paid in  cash (by certified check), by the issuance of TDS Common
Shares,   by  the  transfer  of  USCC  Common  Shares,  or  by  a
combination thereof; and 

                    (D)   the  place where  certificates for  the
Series QQ Preferred Shares  are to be surrendered for  payment of
the Redemption Price.


                               -2-

<PAGE>
               (4)  Each holder of Series QQ Preferred Shares  to
be  redeemed shall present and surrender his certificate for such
shares to the Corporation at the place designated in such notice.
Within  two business days after the date of such presentation or,
if  later, upon the Redemption Date, the Redemption Price of such
shares shall be paid to or on the order of the person whose  name
appears  on such  certificate  as  the  owner  thereof  and  each
surrendered certificate shall  be cancelled.  From  and after the
Redemption Date (unless the  Corporation shall default in payment
of  the Redemption Price), all  rights of the  holders thereof as
shareholders  of the Corporation, except the right to receive the
Redemption Price thereof, without interest, upon the surrender of
certificates  representing the same,  shall cease  and terminate,
such shares shall not thereafter be transferred  (except with the
consent  of the Corporation) on the books of the Corporation, and
such shares shall not be deemed to be outstanding for any purpose
whatsoever.

               (5)  For  purposes  of  this  Statement,  (A)  the
"Market  Value" per  share of  TDS Common  Shares or  USCC Common
Shares at any  time as of  which such value  is to be  determined
shall be deemed  to be  the average "Closing  Price" (as  defined
below) for TDS or USCC Common Shares, as the case may be, for the
five  trading days ending on the fifth business day preceding the
relevant   Redemption  Date,   Accelerated  Redemption   Date  or
effective  date  of  a  Going Private  Transaction  of  the  type
referred to in subparagraph (d)(4)(C) below, (B) a "business day"
means a  day  on which  the  New  York Stock  Exchange  or  other
principal stock exchange or  over-the-counter market on which the
TDS or USCC  Common Shares, as  the case may  be, are traded  was
open for at  least one-half of its  normal business day,  and (C)
the "Closing  Price" on any day  shall be the last  sale price of
such shares, regular  way, as reported  in a composite  published
report  of  transactions  which  includes  transactions   on  the
exchange  or other  principal markets  in which  such shares  are
traded or,  if there is no  such composite report as  to any such
day, the last reported sale price, regular way (or if there is no
such  reported sale  on  such day,  the  average of  the  closing
reported bid  and asked  prices) on  the principal United  States
securities  trading market  (whether a  stock  exchange, National
Association  of Securities Dealers  Automated Quotation System or
otherwise) on which such shares are traded.  

          (d)  Redemption at Election of Holder.

               (1)  The Series QQ Preferred Shares outstanding on
January 1, 1995, shall be  redeemable in whole or in part  at the
option  of the holder thereof  on January 31,  1995, upon written
notice given by such holder at the office or agency maintained by
the Corporation for that purpose.

               (2)  Each  Series QQ  Preferred Share  tendered to
the Corporation for  redemption pursuant  to subparagraph  (d)(1)
above shall be redeemed by the Corporation on the date specified

                               -3-

<PAGE>
in  the notice (and permitted  by this Statement)  referred to in
subparagraph (d)(1)  above (which shall be  the "Redemption Date"
of such shares), by delivering, at the option of the Corporation,
(i)  that number  of  fully paid  and  nonassessable USCC  Common
Shares determined by multiplying one (1) by the Redemption Ratio,
or  (ii) that number  of TDS Common Shares  having a Market Value
equal to the Market Value of one USCC Common Share  multiplied by
the  Redemption Ratio,  or  (iii) a  combination  of USCC  Common
Shares and TDS  Common Shares  having an  aggregate Market  Value
equal to the Market Value of  one USCC Common Share multiplied by
the Redemption Ratio.

               (3)  Upon  presentation  and   surrender  of   the
certificate  representing the  Series QQ  Preferred Shares  to be
redeemed, the  holder thereof  shall  be entitled  to receive  in
exchange therefor a certificate  or certificates representing the
fully  paid  and nonassessable  TDS  Common  Shares, USCC  Common
Shares, or a  combination thereof, determined  in the manner  set
forth  in  subparagraph  (d)(2)  above.    In  addition,  if  any
additional Series QQ Preferred  Shares that were to be  issued in
payment  of dividends accrued with  respect to the first thirteen
quarters after September 30,  1991, were not issued prior  to the
Redemption  Date,  then  such   holder  shall  also  receive,  in
satisfaction of such dividends, the additional TDS Common Shares,
USCC Common Shares, or  a combination thereof, determined in  the
manner set forth in subparagraph  (d)(2) above, which such holder
would have received if such additional shares had been issued and
had been tendered for redemption.

               (4)  The amount and kind of securities or property
to be delivered  pursuant to subparagraph (c)(1)  or (d)(2) above
shall be subject to adjustment from time to time as follows:  

                    (A)  In case USCC shall  (i) take a record of
the  holders of USCC Common  Shares for the  purpose of entitling
them  to receive a dividend  payable in USCC  Common Shares, (ii)
subdivide the  outstanding USCC  Common Shares, or  (iii) combine
the outstanding  USCC  Common Shares  into  a smaller  number  of
shares,  the  Redemption  Ratio  shall be  adjusted  (or  further
adjusted  in the  case of  successive such  events) so  that each
holder of Series QQ Preferred Shares shall thereafter be entitled
upon the redemption  of each share thereof held by him to receive
for each  such share the  number of  USCC Common Shares  which he
would  have owned or been entitled to receive after the happening
of  that one  of  the events  described  above which  shall  have
happened  had  such  Series  QQ  Preferred  Share  been  redeemed
immediately  prior to the happening of such event in exchange for
USCC   Common  Shares,  such   entitlement  to  become  effective
immediately  after  the  opening  of business  on  the  day  next
following (x) the record date  for such dividend, or (y) the  day
upon  which   such  subdivision   or  combination   shall  become
effective.  


                               -4-

<PAGE>
                    (B)  In case USCC shall  take a record of the
holders of USCC Common  Shares for the purpose of  entitling them
to  receive an  Extraordinary Dividend (as  hereinafter defined),
the holder of each Series QQ Preferred Share shall be entitled in
each  such case to an additional cash payment upon the redemption
of such share in  an amount equal to the  amount of cash and  the
fair market value  as of such  record date of any  property other
than cash that such holder would have been entitled to receive as
a  result  of  such Extraordinary  Dividend  had  such Series  QQ
Preferred Share  been redeemed  immediately prior to  such record
date in exchange for USCC Common Shares.  As used herein the term
"Extraordinary  Dividend"  means  any dividend  upon  USCC Common
Shares payable in cash and/or in property other than cash if  and
to the  extent that on the record date thereof the amount of such
cash  and the fair market value of  such property per USCC Common
Share (when added to all other dividends (other than any dividend
referred to  in subparagraph (d)(4)(A) above)  previously paid on
USCC Common Shares during the same Payment Period (as hereinafter
defined)) exceeds  ten percent of  the average Closing  Price for
USCC  Common  Shares for  the five  trading  days ending  on such
record  date; provided,  however,  that  the term  "Extraordinary
Dividend"  shall   not  include  any  dividend   referred  to  in
subparagraph (d)(4)(A) above.  As  used herein the term  "Payment
Period"  means  each consecutive  12-month  period commencing  on
October 1, 1991, and each anniversary thereof.

                    (C)  In   case  USCC  shall  effect  a  Going
Private  Transaction  (as  hereinafter   defined)  in  which  the
consideration to be received by the holders of USCC Common Shares
consists of  equity securities of TDS,  then, notwithstanding any
provision of this Statement to  the contrary, upon the subsequent
redemption of  the  Series QQ  Preferred Shares,  each Series  QQ
Preferred  Share  tendered  to  the  Corporation  for  redemption
pursuant to subparagraph (c)(2) or (d)(1) above shall be redeemed
by  the  Corporation on  the  Redemption  Date specified  in  the
redemption notice (and otherwise  permitted by this Statement) by
delivering that number of TDS Common Shares having a Market Value
as  of the effective date of such Going Private Transaction equal
to the  Market Value on such  date of that number  of USCC Common
Shares for which such  Series QQ Preferred Share might  have been
redeemed immediately  prior  to such  Going Private  Transaction,
plus that number of USCC Common  Shares which the holder of  such
Series  QQ Preferred Share would have been entitled to receive if
all of the additional Series QQ Preferred  Shares to be issued in
payments  of accrued  dividends for  the first  thirteen quarters
after September  30, 1991, pursuant  to the proviso  in paragraph
(b)  above, had  been issued  and  immediately redeemed  for USCC
Common Shares on  the last business day immediately preceding the
effective date of such Going Private Transaction.  The TDS Common
Shares to be delivered pursuant to this paragraph (d)(4)(C) shall
be  subject to adjustment from  time to time  after the effective
date  of a Going Private  Transaction of the  type referred to in
this subparagraph pursuant to subparagraphs (d)(4)(A) and (B) as

                               -5-

<PAGE>
if  such subparagraphs  referred  to TDS  and  TDS Common  Shares
rather than USCC and USCC Common Shares, respectively.

                    (D)  No adjustment in  the number  of TDS  or
USCC Common  Shares, as the case  may be, to which  any holder is
entitled  pursuant to the  application of  subparagraph (d)(4)(A)
above shall be required  unless such adjustment would require  an
increase or decrease of at  least 1/10th of a TDS or  USCC Common
Share,  as  the  case   may  be;  provided,  however,   that  any
adjustments which by reason  of this clause (D) are  not required
to be made shall be carried forward and taken into account in any
subsequent adjustment.  

               (5)  Each holder who has given  notice pursuant to
subparagraph   (d)(1)   above  shall   deliver   the  certificate
representing the Series QQ Preferred Shares to be redeemed to the
Corporation with the  notice of  the redemption.   In case  fewer
than all the shares represented by  any certificate are redeemed,
a  new certificate  shall be  issued representing  the unredeemed
shares.

          (e)  Redemption  in the  Event of Organic  Change.   In
case  USCC   shall  propose  to  effect   any  reorganization  or
reclassification of USCC Common Shares, consolidate or merge with
another  corporation,  or  sell  to another  corporation  all  or
substantially all of its assets in such a way that holders of its
outstanding  USCC  Common Shares  shall  be  entitled to  receive
(either   directly  or   upon   subsequent  liquidation)   stock,
securities, cash or other property with respect to or in exchange
for such USCC Common Shares (collectively, any "Organic Change"),
and  immediately after such Organic  Change TDS or  USCC would no
longer be under  common control  within the meaning  of Rule  405
promulgated by the Securities and Exchange Commission (the "SEC")
under the Securities Act  of 1933, as amended (a  "Disaffiliation
Transaction"),  or  USCC  or  TDS shall  propose  to  effect  any
transaction or series  of transactions of  the type described  in
paragraph (a)(3)(i)  of Rule 13e-3  promulgated by the  SEC under
the Securities Exchange Act of 1934, as amended, in which USCC is
the "issuer", which has one of the effects described in paragraph
(a)(3)(ii) of such  Rule (a "Going Private  Transaction"), and in
which the consideration  to be  received by the  holders of  USCC
Common Shares  is something other than equity  securities of TDS,
then  TDS shall deliver a  notice of redemption  (as described in
subparagraph (c)(3) above) to each  holder of Series QQ Preferred
Shares at least ten business days prior to the earliest date (the
"Effective Date")  on which holders  of USCC Common  Shares shall
become  entitled  to receive  stock,  securities,  cash or  other
property  in connection with  such Disaffiliation  Transaction or
such Going Private Transaction.   Such notice of redemption shall
specify  the Effective Date  and each  Series QQ  Preferred Share
shall be  redeemed on a date (the  "Accelerated Redemption Date")
which  is not  later than  the last  business day  preceding such
Effective  Date by the delivery by the Corporation of that number
of USCC Common Shares for which such Series QQ Preferred Share

                               -6-

<PAGE>
might have been redeemed immediately prior to such Disaffiliation
Transaction or  such Going Private Transaction,  plus that number
of  USCC Common  Shares  which  the  holder  of  such  Series  QQ
Preferred Share would have been entitled to receive if all of the
additional  Series QQ Preferred Shares to be issued in payment of
accrued dividends  for the  first thirteen fiscal  quarters after
September 30,  1991, pursuant  to the  proviso  in paragraph  (b)
above, had been  issued and immediately redeemed  for USCC Common
Shares on the Accelerated Redemption Date.

          (f)  No Fractional Shares.   No  fractional TDS  Common
Shares  or USCC Common Shares shall be issued upon the redemption
of Series QQ Preferred Shares, nor shall cash adjustments be made
for fractional shares upon such redemption.

          (g)  Terminology.  For purposes  of this Statement, the
term  "TDS Common Shares" and the term "USCC Common Shares" shall
mean (A) the  class of stock  designated as the Common  Shares of
the  Corporation and the Common Shares  of USCC, respectively, on
the  date  this Statement  is filed  with  the Iowa  Secretary of
State,  or (B) any other class of stock resulting from successive
changes or reclassifications of such class consisting solely of a
change in par value, or a change from no par value to par value.

          (h)  Voting Rights.  

               (1)  With  respect to all  matters, each holder of
Series QQ Preferred Shares shall be entitled to one vote for each
share  of such stock  standing in the  name of the  holder on the
books of the Corporation.

               (2)   With respect  to the election  of directors,
the holders of Series QQ Preferred Shares shall have class voting
rights (voting together with  the holders of (i) other  Preferred
Shares that are  entitled to  vote thereon and  that were  issued
after October 31, 1981, and  (ii) Series A Common Shares)  to the
extent provided in Article IV of the Articles of Incorporation of
the Corporation.

          (i)  Preference  Value  in  Liquidation.    The  amount
payable  upon  each Series  QQ Preferred  Share  in the  event of
either voluntary or involuntary liquidation shall be $100.00.


                               -7-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
           $7.00 Cumulative Convertible and Redeemable
                Voting Series R, Preferred Shares,
          without par value, Stated Value $100 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing and designating the $7.00 Cumulative Convertible and
Redeemable  Voting  Series  R  Preferred Shares  and  fixing  and
determining  the  relative  rights  and  preferences  thereof  is
attached  hereto  as  Exhibit  A  and is  made  a  part  of  this
statement.

          3.   The  aforesaid resolution was adopted on September
4, 1985.

          4.   The  aforesaid resolution was  duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and affixed  the seal of said  corporation this 4th  day of
September, 1985.

                              TELEPHONE AND DATA SYSTEMS, INC.



                              By  /s/ LeRoy T. Carlson           
                                   ----------------------------
                                 LeRoy T. Carlson, Chairman



                                  /s/ Michael G. Hron            
                                   ----------------------------
                                 Michael G. Hron, Secretary

[CORPORATE SEAL]

<PAGE>
STATE OF ILLINOIS   )
                    )    SS.
COUNTY OF COOK      )


          On this 4th day of September, 1985, before me, a Notary
Public, in  and for said  county, personally appeared  Michael G.
Hron, who,  being  by me  duly  sworn, did  say  that he  is  the
Secretary  of  Telephone  and Data  Systems,  Inc.  and that  the
attached instrument was signed  and sealed on behalf of  the said
Corporation by authority of  its Board of Directors and  the said
Michael G. Hron  acknowledges the execution of said instrument to
be the voluntary act and deed of said Corporation.

          IN  WITNESS WHEREOF,  I have hereunto  set my  hand and
seal the day and year before written.


                                     /s/ Brenda Spata            
                                   ----------------------------
                                           Notary Public

[Notarial Seal]              My Commission Expires August 9, 1985


                               -2-

<PAGE>
         STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
                                OF
           $7.00 CUMULATIVE CONVERTIBLE AND REDEEMABLE
                VOTING SERIES R PREFERRED SHARES,
        WITHOUT PAR VALUE, STATED VALUE $100.00 PER SHARE
      ------------------------------------------------------


          RESOLVED,  that pursuant  to  the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby creates  and authorizes the issuance of a series
of the Preferred Shares of  the Corporation to consist originally
of Six Thousand (6,000) shares, and hereby fixes the designation,
relative rights and preferences thereof as follows:

          (a)  Designation -  The designation  of  the series  of
Preferred  Shares  created by  this  resolution  shall be  "$7.00
Cumulative Convertible and Redeemable  Voting Series R  Preferred
Shares"  (hereinafter  referred to  as  the  "Series R  Preferred
Shares").  The Series R Preferred  Shares shall have no par value
but shall have a stated value of $100.00 per share.

          (b)  Dividends - The holders  of the Series R Preferred
Shares shall  be entitled to receive, when and as declared by the
board  of directors of the Corporation, out  of any assets of the
Corporation available for dividends  pursuant to the laws  of the
State of  Iowa,  preferential  dividends  at the  rate  of  seven
dollars ($7.00) per annum per share and no more.   The dividends,
when  payable, shall  be  paid quarterly  on  the first  days  of
January,  April, July and October  in each year  (prorated if the
period  such stock is  outstanding prior  to the  first quarterly
dividend  date is  less  than  a  calendar quarter),  before  any
dividends shall  be declared or  paid upon or  set apart  for the
Common  Shares or Series A  Common Shares of  the Corporation for
that  quarter.  Such dividends upon the Series R Preferred Shares
shall be cumulative  from the  date of issue  thereof so that  if
dividends  for  any past  dividend period  at  the rate  of seven
dollars  ($7.00) per  annum per  share shall  not have  been paid
thereon  or declared and a sum sufficient for payment thereof set
apart,  the deficiency  shall  be fully  paid  or set  apart  but
without interest, before any  dividend shall be paid upon  or set
apart  for the Common Shares or Series A Common Shares; provided,
however, that no dividends shall be declared on the shares of any
series of preferred stock for any dividend period unless the full
dividend for all prior dividend periods shall have  been declared
or shall  be declared at the  same time upon  all preferred stock
outstanding  during  such  prior  dividend  periods, and  further
provided that no dividends shall be declared on the shares of any
series of preferred stock  unless a dividend for the  same period
shall  be  declared at  the same  time  upon all  preferred stock
outstanding during said period in like proportion to the dividend
rate  upon  such shares.   Whenever  the  full dividend  upon all
series of the preferred stock for all past dividend periods shall
have been paid and the full dividend thereon for the then current

                               -3-

<PAGE>
dividend  period shall  have  been paid  or  declared and  a  sum
sufficient  for the payment thereof set apart, dividends upon the
Common Shares  or Series A Common  Shares may be  declared by the
board of directors out  of the remainder of the  assets available
therefor.

          (c)  Redemption - 

               (1)  Unless  such shares  have been  converted, or
     notice  of intent  to  convert has  been  given pursuant  to
     paragraph  (f) hereof, prior to the tenth anniversary of the
     issuance of  the Series R Preferred  Shares, the Corporation
     shall,  thereafter  at its  discretion  from  time to  time,
     redeem  some  or  all  of  the  Series  R  Preferred  Shares
     outstanding.

               (2)  Notice of any  redemption shall be  mailed to
     each  holder of Series R Preferred Shares to be redeemed not
     less than thirty (30) days prior to the date upon which such
     stock is  to be  redeemed.  If  on or before  the redemption
     date specified in  such notice, the funds necessary for such
     redemption shall have  been set aside by  the Corporation so
     as  to be available for payment  on demand to the holders of
     Series  R Preferred  Shares so  called for  redemption then,
     notwithstanding that  any certificate representing  Series R
     Preferred  Shares so  called for  redemption shall  not have
     been  surrendered  for cancellation,  the  dividends thereon
     shall  cease to  accrue  from and  after  the date  of  such
     redemption so specified, and all rights with respect to such
     Series  R   Preferred  Shares  so  called   for  redemption,
     including any right to vote  or otherwise participate in the
     determination  of  any  proposed  corporate   action,  shall
     forthwith after  such redemption  date cease and  terminate,
     except  only   the  right  of  the  holder  to  receive  the
     redemption price  therefor, but without interest.   Series R
     Preferred Shares redeemed pursuant to the provisions  hereof
     or any such shares purchased or otherwise acquired shall not
     be  reissued but shall be cancelled and proceedings shall be
     taken  in the  manner prescribed  by statute  to  reduce the
     number of outstanding Series R Preferred Shares accordingly.

          (d)  Voting Rights - The  holders of Series R Preferred
Shares shall be entitled to one vote for each share of such stock
standing  in  the  name  of  the  holder  on  the  books  of  the
Corporation  and  shall vote  together  with the  holders  of the
Series A Common Shares of the Corporation as one class.

          (e)  Pre-emptive  Rights -  No holder  of any  Series R
Preferred Shares  shall have  any pre-emptive right  to subscribe
for or acquire additional  shares of the Corporation of  the same
or any other  class or series,  whether such shares be  hereby or
hereafter authorized;  and no holder of Series R Preferred Shares
shall  have any pre-emptive right to acquire any shares which may
be held in the treasury of the Corporation; all such additional

                               -4-

<PAGE>
or treasury shares  may be  sold for such  consideration at  such
time and  to such person or persons as the board of directors may
from time to time determine.

          (f)  Conversion -

               (1)  The  Series  R   Preferred  Shares  shall  be
     convertible   into  the   Corporation's  Common   Shares  as
     hereinafter  provided, and  when and  as so  converted, such
     Series R Preferred Shares shall be cancelled and retired and
     shall not be reissued as such.  Commencing upon issuance and
     continuing through  the day before the  tenth anniversary of
     their  issuance,  the Series  R  Preferred  Shares shall  be
     converted,  upon written  notice  to  the Corporation,  into
     Common  Shares of the Corporation  at the rate  of seven (7)
     Common Shares  for each Series  R Preferred Share.   Written
     notice  of  intent  to  convert, if  not  delivered  to  the
     Corporation, must be postmarked  not later than midnight the
     day  before the  tenth  anniversary of  the issuance  of the
     Series  R  Preferred  Shares.    The  holders  of  Series  R
     Preferred Shares  shall be  entitled to receive  in exchange
     therefor certificates for the fully paid and  non-assessable
     Common  Shares of  the  Corporation at  the rate  aforesaid,
     within thirty  (30) days following the later  of (i) receipt
     of   written  notice   of  intent   to  convert,   and  (ii)
     presentation and surrender to the Corporation at its offices
     of  the certificates representing  Series R Preferred Shares
     to  be  converted,  all  under suitable  regulations  to  be
     prescribed  by the  board of  directors of  the Corporation.
     Conversion  of  Series  R  Preferred Shares  in  the  manner
     aforesaid  shall  not affect  the  right  of the  converting
     holder  thereof  to  receive  dividends accrued  but  unpaid
     thereon as of the dividend payment date immediately prior to
     conversion.

               (2)  The number  of Common Shares  into which each
     Series R Preferred Share is convertible shall be  subject to
     adjustment from time to time as set forth in clauses (A) and
     (B) of this subparagraph (2):

               (A)  In  case  the  Corporation  shall  (i) pay  a
          dividend  on  its  Common   Shares  in  shares  of  the
          Corporation,  (ii)  subdivide  its  outstanding  Common
          Shares, (iii)  combine  the outstanding  Common  Shares
          into  a  smaller  number of  shares  or  (iv) issue  by
          reclassification of its Common Shares (whether pursuant
          to a  merger or consolidation or  otherwise) any shares
          of the Corporation,  then the holder  of each Series  R
          Preferred Share  shall be entitled to  receive upon the
          conversion of such share, the  number of shares of  the
          Corporation  which he  would have  owned or  would have
          been entitled  to receive after the happening of any of
          the  events  described   above  had  such  share   been
          converted immediately prior to the happening of such

                               -5-

<PAGE>
          event.   An adjustment made pursuant  to this provision
          shall  become effective  retroactively with  respect to
          conversions made  subsequent to the record  date in the
          case of a  dividend, and shall become  effective on the
          effective   date  in   the  case   of   a  subdivision,
          combination or reclassification.

               (B)  No adjustment in the conversion rate shall be
          required   unless  such  adjustment  would  require  an
          increase or decrease in such rate of at least one-tenth
          (1/10) of  a Common Share; provided,  however, that any
          adjustments which by  reason of this clause (B) are not
          required to be made shall  be carried forward and taken
          into account by any subsequent adjustment.

               (3)  The  Corporation shall  at all  times reserve
     and  keep available  out  of its  authorized Common  Shares,
     solely for the purpose of issuance upon conversion of Series
     R Preferred Shares as herein provided, such number of Common
     Shares  as shall then be issuable upon the conversion of all
     outstanding Series R Preferred Shares.

               (4)  Fractional Common Shares shall not  be issued
     upon conversion of Series R Preferred Shares, nor shall cash
     adjustments  be  made   for  fractional  shares  upon   such
     conversion.

               (5)  For purposes of this  paragraph (f), the term
     "Common Shares" shall mean (A) the class of stock designated
     as the Common Shares of the Corporation at the date of these
     Amended Articles of Incorporation, or (B) any other class of
     stock resulting from successive changes or reclassifications
     of such class consisting solely of a change in par value, or
     a change from no par value to par value.

          (g)  Liquidation  Rights   -  In  the   event  of   any
liquidation, dissolution,  or winding up  of the  affairs of  the
Corporation, whether voluntary or involuntary, the holders of the
Series R Preferred Shares shall be entitled, before any assets of
the  Corporation shall be distributed  among or paid  over to the
holders  of Common Shares or  Series A Common  Shares, to receive
out  of  the  assets of  the  Corporation  $100.00  per Series  R
Preferred Share.   If upon  any such dissolution,  liquidation or
winding up, the  assets of the Corporation  available for payment
to stockholders are not sufficient to make payment in full to the
holders of the Series  R Preferred Shares, payment shall  be made
to such holders ratably  in accordance with the number  of shares
held  by them  and, in  case there  shall then  be more  than one
series of  preferred stock outstanding  at that time,  ratably in
accordance with the respective  distributive amount to which such
holders shall be entitled.



                               -6-

<PAGE>
                      ARTICLES OF AMENDMENT
                                TO
                    ARTICLES OF INCORPORATION
                                OF
                 TELEPHONE AND DATA SYSTEMS, INC.

_________________________________________________________________

         Statement of Designation of Preference and Right
                                of
        $7.50 Cumulative Convertible and Redeemable Voting
          Series RR Preferred Shares, without par value,
                  Stated Value $100.00 Per Share
_________________________________________________________________


          1.  The name  of the corporation is Telephone  and DAta
Systems, Inc.

          2.  A  copy of the resolution of the Board of Directors
establishing and designating the $7.50 Cumulative Convertible and
Redeemable  Voting  Series RR  Preferred  Shares  and fixing  and
determining  the  relative  rights  and  preferences  thereof  is
attached  hereto  as  Exhibit  A  and  is  made  a  part  of this
statement.

          3.   The aforesaid resolution was adopted as of May 15,
1992.

          4.   The aforesaid resolution  was adopted by the Board
of Directors of  TELEPHONE AND DATA SYSTEMS,  INC. No shareholder
vote was required.

          IN WITNESS  WHEREOF,  we have  hereunto subscribed  our
names and affixed  the seal of this corporation  this 28th day of
January, 1993.

                              TELEPHONE AND DATA SYSTEMS, INC.


                              By:  /s/ LeRoy T. Carlson      
                                   ----------------------------
                                   LeRoy T. Carlson, Chairman


                              By:  /s/ Michael G. Hron       
                                   ----------------------------
                                   Michael G. Hron, Secretary
Subscribed and sworn to before
me this 28th day of January, 1993


/s/ Betty Ann Thornson           
---------------------------
          Notary Public

<PAGE>
       STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
                 $7.50 CUMULATIVE CONVERTIBLE AND
           REDEEMABLE VOTING SERIES RR PREFERRED SHARES



          RESOLVED,  that  pursuant  to the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation by the Articles  of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally of  Thirty Thousand (30,000) shares,  and hereby fixes
the designation  and the relative rights  and preferences thereof
as follows:

          (a)   Designation.   The  designation of the  series of
Preferred  Shares  created by  this  resolution  shall be  "$7.50
Cumulative Convertible and Redeemable Voting  Series RR Preferred
Shares"  (hereinafter referred  to  as the  "Series RR  Preferred
Shares").  The Series RR Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.

          (b)  Dividends.   Each holder of a Series  RR Preferred
Share shall be  entitled to receive, when, as  and if declared by
the board  of directors of the  Corporation, out of  funds of the
Corporation  legally  available  therefor,  cumulative  dividends
during each fiscal quarter that such Series RR Preferred Share is
outstanding at a  per annum  dividend rate of  seven dollars  and
fifty   cents  ($7.50)  per  share.    Such  dividends  shall  be
cumulative  from  and shall  commence to  accrue  on the  date of
original issuance of such Series  RR Preferred Shares (the "Issue
Date").

          (c)  Redemption.

               (1)   Unless the  Series RR Preferred  Shares have
been converted  or the Corporation  shall have received  prior to
the fifth  anniversary  of  the  Issue  Date  written  notice  of
election  to convert in accordance  with paragraph (e) hereof, on
or after  the fifth anniversary of the  Issue Date, the Series RR
Preferred  Shares shall be redeemable,  in whole or  in part from
time  to  time, at  the option  of  the Corporation,  upon giving
notice as provided in subparagraph (c)(2) hereof, at a redemption
price  (the "Redemption Price") equal  to the sum  of (A) $100.00
for each Series RR Preferred Share called for redemption plus (B)
all dividends accrued and unpaid thereon through the date set for
redemption (the "Redemption Date").  The Redemption Price payable
on any Redemption  Date shall  be payable, at  the option of  the
Corporation,  (x)  in cash  (by certified  check)  or (y)  by the
issuance of Common Shares of the Corporation to the record holder
of such Series RR Preferred Shares being redeemed.  In  the event
that the Corporation elects to pay the Redemption Price by

                               -2-

<PAGE>
issuing  its Common  Shares, the  number of  Common Shares  to be
issued  shall be  calculated (and  rounded  to the  nearest whole
share)  based upon the arithmetical  average of the closing price
on the American  Stock Exchange (or, if  the Corporation's Common
Shares are not listed on the American Stock Exchange (in order if
more than one applies),  the closing price of such  Common Shares
on any national securities exchange or on any regional securities
exchange,  the  highest bid  price  quoted  through the  National
Association of Securities Dealers  Automated Quotation System, or
the highest bid price reported by dealers in the over-the-counter
market)  of the Corporation's  Common Shares for  the thirty (30)
trading  days  ending  on the  third  trading  day  prior to  the
Redemption Date.

          (2)  Notice  of  an   election  under  the   redemption
provision in  subparagraph (c)(1) above shall be mailed (by first
class, postage  prepaid) to  each holder  of Series  RR Preferred
Shares to be redeemed at the address appearing on the  records of
the  Corporation  not less  than thirty  (30)  days prior  to the
Redemption Date.  If  on or before the Redemption  Date specified
in such  notice, the  funds necessary  for such redemption  shall
have been set aside by the  Corporation so as to be available for
payment to the holder of Series RR Preferred Shares so called for
redemption  upon  such  holder's  surrender  of  such  Series  RR
Preferred Shares to  the Corporation, then, notwithstanding  that
any certificate representing Series RR Preferred Shares so called
for redemption shall not  have been surrendered for cancellation,
the  dividends thereon shall cease  to accrue from  and after the
Redemption  Date, and all rights  with respect to  such Series RR
Preferred Shares so called for redemption, including any right to
vote  or  otherwise  participate  in  the  determination  of  any
proposed  corporate  action,  shall  terminate at  the  close  of
business  on such Redemption Date,  except only the  right of the
holder  to receive  the  Redemption Price  therefor, but  without
interest.

          (3)  Each such notice of redemption shall state:

               (A)  the Redemption Date;

               (B)  the number of  Series RR Preferred Shares  to
be redeemed and, if less than all the shares held  by such holder
are to be  redeemed from such holder, the number  of shares to be
redeemed from such holder;

               (C)  whether the Redemption Price will be  paid in
cash (by  certified check) or by the issuance of Common Shares of
the Corporation;

               (D)  the place where certificates for  such shares
are to be surrendered for payment of the Redemption Price; and


                               -3-

<PAGE>
               (E)   that dividends on the  shares to be redeemed
shall cease to accrue on such Redemption Date.

          On or after  the Redemption Date each  holder of shares
of  Series RR Preferred Shares  to be redeemed  shall present and
surrender the certificate or certificates for such shares to  the
Corporation at  the place designated in such notice and thereupon
the Redemption  Price of such shares  shall be paid to  or on the
order of the  person whose  name appears on  such certificate  or
certificates  as   the  owner   thereof   and  each   surrendered
certificate  shall  be cancelled.   In  case  fewer than  all the
shares  represented  by  such  certificate are  redeemed,  a  new
certificate  shall be issued  representing the unredeemed shares.
From and after the Redemption Date (unless  the Corporation shall
default  in payment of the Redemption Price) all dividends on the
Series  RR Preferred  Shares  designated for  redemption in  such
notice  shall  cease to  accrue, and  all  rights of  the holders
thereof as shareholders of  the Corporation, except the  right to
receive the Redemption Price  thereof, without interest, upon the
surrender of certificates representing  the same, shall cease and
terminate  and such  shares shall  not thereafter  be transferred
(except with the consent of the Corporation)  on the books of the
Corporation and such shares shall not be deemed to be outstanding
for any purpose whatsoever.

          (d)  Voting Rights.

               (1)   With respect to all  matters, each holder of
Series RR Preferred Shares shall be entitled to one vote for each
share of such  stock standing in  the name of  the holder on  the
books of the Corporation.

               (2)  With  respect to  the election  of directors,
the holders of Series RR Preferred Shares shall have class voting
rights (voting together  with the holders of  (i) other Preferred
Shares that are  entitled to  vote thereon and  that were  issued
after  October 31, 1981, and (ii) Series  A Common Shares) to the
extent provided in Article IV of the Articles of Incorporation of
the Corporation.

          (e)  Conversion.

               (1)     Commencing   upon   the  Issue   Date  and
terminating at the close of business on  the day before the fifth
anniversary  of  the  Issue  Date,  each  outstanding  Series  RR
Preferred Share may be converted at any time, upon written notice
mailed to the Corporation (by first class, postage prepaid), into
2.06 Common Shares.  A holder of Series RR Preferred Shares shall
be entitled to receive in  exchange therefor certificates for the
fully paid and nonassessable Common Shares of  the Corporation at
the rate aforesaid  (rounded to the  nearest whole share)  within
fifteen (15) days following the later of (i) receipt by the

                               -4-

<PAGE>
Corporation  of written  notice  of intent  to convert,  and (ii)
presentation and surrender  to the Corporation at its  offices of
the certificates  representing the Series RR  Preferred Shares to
be converted (the "Conversion Date"), all under suitable 
regulations to be  prescribed by  the board of  directors of  the
Corporation.   Conversion  of Series RR  Preferred Shares  in the
manner  aforesaid shall  not affect  the right of  the converting
holder thereof to receive dividends accrued but unpaid thereon as
of any dividend payment date prior to the Conversion Date.

               (2)  The  number of Common Shares into  which each
Series  RR Preferred  Share is  convertible shall  be  subject to
adjustment from time to time as  set forth in clauses (A) and (B)
of this subparagraph (2):

                    (A)   In the event the  Corporation shall (i)
pay a dividend on its Common Shares in shares of the Corporation,
(ii) subdivide  its outstanding Common Shares,  (iii) combine the
outstanding Common Shares into a smaller number of shares or (iv)
issue by reclassification of  its Common Shares (whether pursuant
to  a merger  or consolidation  or otherwise)  any shares  of the
Corporation, then  the holder of  each Series RR  Preferred Share
shall be entitled to  receive upon the conversion of  such share,
the number of shares  of the Corporation which such  holder would
have  owned  or would  have been  entitled  to receive  after the
happening of any  of the  events described above  had such  share
been converted immediately prior to the  happening of such event.
An  adjustment  made  pursuant  to this  provision  shall  become
effective retroactively  with respect to  conversions made  after
the record  date in  the case  of  a dividend,  and shall  become
effective on the  effective date  in the case  of a  subdivision,
combination or reclassification.

                    (B)   No  adjustment in  the conversion  rate
shall  be  required  unless  such  adjustment  would  require  an
increase or decrease in such rate of at least one-tenth (1/10) of
a Common Share; provided, however, that any adjustments  which by
reason of  this clause (B) are  not required to be  made shall be
carried  forward  and  taken   into  account  in  any  subsequent
adjustment.

               (3)   The Corporation  shall at all  times reserve
and keep  available out of  its authorized Common  Shares, solely
for  the  purpose  of  issuance  upon  conversion  of  Series  RR
Preferred Shares as herein provided, such number of Common Shares
as  shall then be issuable upon the conversion of all outstanding
Series RR Preferred Shares.

               (4)  Fractional Common  Shares shall not be issued
upon  conversion of Series  RR Preferred  Shares, nor  shall cash
adjustments be made for fractional shares upon such conversion.


                               -5-

<PAGE>
               (5)  For purposes of this paragraph (e),  the term
"Common Shares" shall mean  (A) the class of stock  designated as
the Common Shares of  the Corporation on the date  this Statement
is filed with the Iowa Secretary of State, or (B) any other class
of stock resulting from successive changes or reclassification of
such class  consisting  solely of  a change  in par  value, or  a
change from no par value to par value.

               (6)   Each  notice of  conversion shall  state the
number of Series  RR Preferred  Shares to be  converted, if  less
than all the shares held by such holder.  In case fewer  than all
the  shares represented by such  certificate are converted, a new
certificate shall be issued representing the  unconverted shares.
From and after the Conversion Date (unless  the Corporation shall
default in issuing the Common Shares on the Conversion Date), all
dividends on  such converted shares of Series RR Preferred Shares
shall  cease to accrue and  such shares shall  not be outstanding
for any purpose whatsoever.

          (f)  Preference  Value  in  Liquidation.    The  amount
payable with respect  to each  Series RR Preferred  Share in  the
event  of either  voluntary or  involuntary liquidation  shall be
$100.00, plus a sum equal to the amount of  all dividends accrued
and unpaid thereon.


                               -6-

<PAGE>
         STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
                                OF
             $10.50/$7.00 CUMULATIVE AND CONVERTIBLE
                VOTING SERIES S PREFERRED SHARES,
        WITHOUT PAR VALUE, STATED VALUE $100.00 PER SHARE
        --------------------------------------------------


          RESOLVED,  that pursuant  to  the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby creates  and authorizes the issuance of a series
of the Preferred Shares of  the Corporation to consist originally
of  Seven Thousand Two  Hundred (7,200) shares,  and hereby fixes
the  designation,  relative  rights  and  preferences  thereof as
follows:

          (a)  Designation  -  The designation  of the  series of
Preferred   Shares  created   by   this   resolution   shall   be
"$10.50/$7.00   Cumulative  and   Convertible  Voting   Series  S
Preferred  Shares"  (hereinafter referred  to  as  the "Series  S
Preferred  Shares").  The Series S Preferred Shares shall have no
par value but shall have a stated value of $100.00 per share.

          (b)  Dividends  -  The rate  of  dividend  payable upon
Series  S  Preferred  Shares  shall be  ten  and  50/100  dollars
($10.50) per share per annum during the first year after issuance
and  seven  and  No/100  dollars  ($7.00)  per  share  per  annum
thereafter.

          (c)  Voting Rights - 

               (1)  With respect to all  matters, each holder  of
     Series  S Preferred Shares shall be entitled to one vote for
     each share of such stock standing in the name of the  holder
     on the books of the Corporation.

               (2)  With  respect to  the election  of directors,
     the holders of  Series S Preferred  Shares shall have  class
     voting rights (voting together with the holders of (i) other
     Preferred Shares that are entitled to vote  thereon and that
     were issued after October 31, 1981, and (ii) Series A Common
     Shares) to the extent provided in Article IV of the Articles
     of Incorporation of the Corporation.

          (d)  Conversion -

               (1)  The   Series  S  Preferred  Shares  shall  be
     convertible   into  the   Corporation's  Common   Shares  as
     hereinafter  provided, and  when and  as so  converted, such
     Series S Preferred Shares shall be cancelled and retired and
     shall not be reissued as such.  Commencing upon issuance and
     terminating four (4) years therafter, the Series S Preferred
     Shares  may  be  converted,   upon  written  notice  to  the
     Corporation, into  Common Shares  of the Corporation  at the
     rate of four (4)  Common Shares for each Series  S Preferred
     Share.  On presentation and surrender to the Corporation at

<PAGE>
     its  offices of  the certificate  representing the  Series S
     Preferred Shares  to be converted, the  holder thereof shall
     be entitled to receive in exchange therefor certificates for
     the  fully  paid and  non-assessable  Common  Shares of  the
     Corporation  at  the  rate  aforesaid,  all  under  suitable
     regulations to be  prescribed by the  board of directors  of
     the Corporation.  Conversion of Series S Preferred Shares in
     the  manner aforesaid  shall  not affect  the  right of  the
     converting holder  thereof to receive dividends  accrued but
     unpaid thereon  as of the dividend  payment date immediately
     prior to conversion.

               (2)  The  number of Common  Shares into which each
     Series S Preferred Share is convertible shall  be subject to
     adjustment from time to time as set forth in clauses (A) and
     (B) of this subparagraph (2):

               (A)  In  case  the  Corporation  shall (i)  pay  a
          dividend  on  its  Common   Shares  in  shares  of  the
          Corporation  (ii)  subdivide  its   outstanding  Common
          Shares,  (iii)  combine the  outstanding  Common Shares
          into  a  smaller number  of  shares  or (iv)  issue  by
          reclassification of its Common Shares (whether pursuant
          to a  merger or consolidation or  otherwise) any shares
          of the  Corporation, then the  holder of each  Series S
          Preferred Share  shall be entitled to  receive upon the
          conversion of such share,  the number of shares  of the
          Corporation  which he  would have  owned or  would have
          been  entitled to receive after the happening of any of
          the  events   described  above  had  such   share  been
          converted  immediately prior  to the happening  of such
          event.   An adjustment made pursuant  to this provision
          shall  become effective  retroactively with  respect to
          conversions made subsequently to the record date in the
          case of a  dividend, and shall become  effective on the
          effective   date  in   the   case  of   a  subdivision,
          combination or reclassification.

               (B)  No adjustment in the conversion rate shall be
          required  unless  such   adjustment  would  require  an
          increase or decrease in such rate of at least one-tenth
          (1/10) of  a Common Share; provided,  however, that any
          adjustments which  by reason of this clause (B) are not
          required to be made shall  be carried forward and taken
          into account by any subsequent adjustment.

               (3)  The  Corporation shall  at all  times reserve
     and  keep available  out  of its  authorized Common  Shares,
     solely for the purpose of issuance upon conversion of Series
     S Preferred Shares as herein provided, such number of Common
     Shares  as shall then be issuable upon the conversion of all
     outstanding Series S Preferred Shares.


                               -2-

<PAGE>
               (4)  Fractional Common Shares  shall not be issued
     upon conversion of Series S Preferred Shares, nor shall cash
     adjustments  be  made   for  fractional  shares   upon  such
     conversion.

               (5)  For  the purposes of  this paragraph (d), the
     term  "Common Shares"  shall  mean (A)  the  class of  stock
     designated as  the Common Shares  of the Corporation  at the
     date of these Amended Articles of  Incorporation, or (B) any
     other class  of stock  resulting from successive  changes or
     reclassifications  of  such  class  consisting solely  of  a
     change in  par value, or a  change from no par  value to par
     value.

          (e)  Liquidation - The amount payable upon each  Series
S Preferred Share in the event of either voluntary or involuntary
liquidation shall be $100.00, plus  a sum equal to the amount  of
all accumulated and unpaid dividends thereon.


                               -3-

<PAGE>
                      ARTICLES OF AMENDMENT
                                TO
                    ARTICLES OF INCORPORATION
                                OF
                 TELEPHONE AND DATA SYSTEMS, INC.

_________________________________________________________________

         Statement of Designation of Preference and Right
                                of
        $5.50 Cumulative Convertible and Redeemable Voting
          Series SS Preferred Shares, without par value,
                  Stated Value $100.00 Per Share

_________________________________________________________________

          1.  The name  of the corporation is Telephone  and Data
Systems, Inc.

          2.  A  copy of the resolution of the Board of Directors
establishing and designating the $5.50 Cumulative Convertible and
Redeemable  Voting  Series SS  Preferred  Shares  and fixing  and
determining  the  relative  rights  and  preferences  thereof  is
attached  hereto  as  Exhibit  A  and  is  made  a  part  of this
statement.

          3.  The aforesaid resolution was  adopted as of October
17, 1994.

          4.   The aforesaid resolution  was adopted by the Board
of Directors of  TELEPHONE AND DATA SYSTEMS,  INC. No shareholder
vote was required.

          IN WITNESS  WHEREOF,  we have  hereunto subscribed  our
names and affixed  the seal of this corporation  this 17th day of
October, 1993.

                              TELEPHONE AND DATA SYSTEMS, INC.


                              By:  /s/ LeRoy T. Carlson        
                                   ----------------------------
                                   LeRoy T. Carlson, Chairman


                              By:  /s/ Michael G. Hron         
                                   ----------------------------
                                   Michael G. Hron, Secretary
Subscribed and sworn to before
me this 17th day of October, 1994


/s/ Joanne J. Busha              
--------------------------
          Notary Public

<PAGE>
                                                        EXHIBIT A

       STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
                 $5.50 CUMULATIVE CONVERTIBLE AND
           REDEEMABLE VOTING SERIES SS PREFERRED SHARES

          RESOLVED,  that, pursuant  to  the authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation by the Articles  of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally of  One Hundred Twenty-Five Thousand (125,000) shares,
and  hereby fixes  the designation  and the  relative rights  and
preferences thereof as follows:

          (a)   Designation.   The  designation of the  series of
Preferred  Shares  created by  this  resolution  shall be  "$5.50
Cumulative Convertible and Redeemable Voting  Series SS Preferred
Shares"  (hereinafter referred  to  as the  "Series SS  Preferred
Shares").  The Series SS Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.

          (b)  Dividends.   Each holder of a Series  SS Preferred
Share shall be  entitled to receive, when, as  and if declared by
the board  of directors of the  Corporation, out of  funds of the
Corporation  legally  available  therefor,  cumulative  dividends
during each fiscal  quarter to the extent set forth  below.  Such
dividends  shall be cumulative from and  shall commence to accrue
(whether or not  declared) on  the date of  original issuance  of
such  Series SS  Preferred Shares  (the "Issue  Date"), at  a per
annum dividend rate of  five dollars and fifty cents  ($5.50) per
share.

          (c)  Redemption.

               (1)    On or  after the  fifth anniversary  of the
Issue  Date, the Series SS Preferred  Shares shall be redeemable,
in  whole or  in part  from time  to time,  at the option  of the
Corporation, on a  date (the "Optional Redemption Date") which is
the first business day after a dividend payment date, pursuant to
a  notice  as  provided  in  subparagraph  (c)(3)  hereof,  at  a
redemption price  (the "Optional Redemption Price")  equal to the
sum of (A) $100.00 for each  Series SS Preferred Share called for
redemption  plus (B)  all  dividends accrued  and unpaid  thereon
through the  Optional  Redemption Date.  The  Optional Redemption
Price payable  on any Optional  Redemption Date shall  be payable
(i) in cash (by certified  check), or (ii) in the event  that the
Average Closing Price (as defined below) for the Common Shares of
the  Corporation  exceeds $44.44,  then,  at  the option  of  the
Corporation  (to  be  exercised, if  at  all,  in  its notice  of
redemption)  by  (I) the  issuance to  the  record holder  of the
Series SS Preferred Shares being redeemed of 2.25 Common Shares

                               -2-

<PAGE>
(subject  to adjustment as set forth  in paragraph (e)(2) hereof)
for  each Series  SS Preferred  Share so  redeemed plus  (II) the
payment  in  cash of  all  dividends accrued  and  unpaid thereon
through the Optional Redemption Date.  If a holder, subsequent to
receiving  a  notice  of redemption  of  less  than  all of  such
holder's  Series SS  Preferred Shares and  at least  fifteen (15)
days prior to the Redemption Date, elects to convert any Series
SS Preferred Shares,  then the  number of shares  to be  redeemed
from such holder  on such Redemption Date shall be reduced by the
lesser of (x) the number of Series SS Preferred Shares called for
redemption from such  holder and  (y) the number  of such  shares
converted by such holder.  For purposes hereof, the term "Average
Closing Price" shall mean the arithmetical average of the closing
price on  the American Stock Exchange of the Common Shares of the
Corporation  for  the  five  trading  days  ending  on  the fifth
business day preceding the  relevant Redemption Date and, if  the
Common Shares of the  Corporation are not listed on  the American
Stock  Exchange then,  in order,  if more  than one  applies, the
arithmetical  average of the closing price  of such Common Shares
on any national securities exchange or on any regional securities
exchange,  the  highest bid  price  quoted  through the  National
Association of Securities Dealers Automated Quotation System,  or
the highest bid price reported by dealers in the over-the-counter
market.  

          (2) If an Optional Redemption  Date has not occurred by
the  tenth   anniversary  of  the  Issue   Date  (the  "Mandatory
Redemption Date" and, together with the Optional Redemption Date,
the "Redemption  Date"), the Corporation shall,  on the Mandatory
Redemption  Date,  redeem all  Series  SS  Preferred Shares  then
outstanding  at  a redemption  price  (the "Mandatory  Redemption
Price"  and, together  with  the Optional  Redemption Price,  the
"Redemption  Price") equal  to the  sum of  (A) $100.00  for each
Series SS Preferred Share outstanding on the Mandatory Redemption
Date plus  (B) all dividends  accrued and unpaid  thereon through
the Mandatory  Redemption Date.   The Mandatory  Redemption Price
shall be payable in cash by certified check.

          (3)  Notice  of  (A) an  election under  the redemption
provision  in subparagraph  (c)(1)  above, or  (B) the  Mandatory
Redemption  Date,  shall  be mailed  (by registered  mail, return
receipt requested)  to each holder of Series  SS Preferred Shares
to be  redeemed at the  address appearing  on the records  of the
Corporation not less than sixty (60) days prior to the Redemption
Date.   If, on or  before the Redemption  Date specified  in such
notice, the funds or Common Shares necessary for  such redemption
shall  have  been  set  aside by  the  Corporation  so  as to  be
available for payment to the holder of Series SS Preferred Shares
so called  for redemption  upon such  holder's surrender  of such
Series   SS   Preferred   Shares   to   the   Corporation,  then,
notwithstanding  that  any  certificate  representing  Series  SS
Preferred Shares so called for redemption shall not have been

                               -3-

<PAGE>
surrendered for  cancellation, the dividends  thereon shall cease
to accrue from and after the Redemption Date, and all rights with
respect  to  such  Series  SS  Preferred  Shares  so  called  for
redemption, including any right  to vote or otherwise participate
in  the determination  of  any proposed  corporate action,  shall
terminate  at  the close  of  business on  such  Redemption Date,
except only the  right of  the holder to  receive the  Redemption
Price therefor, but without interest.

          (4)  Each such notice of redemption shall state:

               (A)  the Redemption Date;

               (B)  the number of  Series SS Preferred Shares  to
be redeemed and, if less than all the shares held  by such holder
are to be  redeemed from such holder, the number  of shares to be
redeemed from such holder (subject  in each case to the right  of
the holder to convert such shares prior to the Redemption Date);

               (C)  in  the case of an Optional  Redemption Date,
whether  the Optional Redemption Price  will be paid  in cash (by
certified  check) or,  in  the event  the  Average Closing  Price
exceeds  $44.44,  by  the  issuance  of  Common   Shares  of  the
Corporation;

               (D)  the place where certificates for  such shares
are to be surrendered for payment of the Redemption Price; and

               (E)  that  dividends on the shares to  be redeemed
shall cease to accrue on such Redemption Date.

          (5)  On  or after  a  Redemption Date,  each holder  of
shares of Series SS Preferred Shares to be redeemed shall present
and surrender  the certificate or certificates for such shares to
the  Corporation  at the  place  designated  in such  notice  and
thereupon the Redemption Price of such shares shall be paid to or
on the order of the person whose name appears on such certificate
or  certificates  as  the  owner  thereof  and  each  surrendered
certificate  shall  be cancelled.   In  case  fewer than  all the
shares  represented  by  such  certificate are  redeemed,  a  new
certificate  shall be issued  representing the unredeemed shares.
From and after  a Redemption Date  (unless the Corporation  shall
default  in payment of the Redemption Price) all dividends on the
Series  SS Preferred  Shares  designated for  redemption in  such
notice  shall  cease to  accrue, and  all  rights of  the holders
thereof  as shareholders of the Corporation,  except the right to
receive the Redemption Price  thereof, without interest, upon the
surrender of certificates representing  the same, shall cease and
terminate  and such  shares shall  not thereafter  be transferred
(except with the consent of the Corporation) on  the books of the
Corporation and such shares shall not be deemed to be outstanding
for any purpose whatsoever.


                               -4-

<PAGE>
          (d)  Voting Rights.

               (1)   With respect to  all matters, each holder of
Series SS Preferred Shares shall be entitled to one vote for each
share  of such stock  standing in the  name of the  holder on the
books of the Corporation.

               (2)  With  respect to  the election  of directors,
the holders of Series SS Preferred Shares shall have class voting
rights  (voting together with the holders  of (i) other Preferred
Shares that are  entitled to  vote thereon and  that were  issued
after  October 31, 1981, and (ii)  Series A Common Shares) to the
extent provided in Article IV of the Articles of Incorporation of
the Corporation.

          (e)  Conversion.

               (1)   At any time and from  time to time after the
Issue  Date, any holder of Series SS Preferred Shares may convert
all or any portion of the Series SS Preferred Shares held by such
holder  into  Common Shares  at  a conversion  ratio  (subject to
adjustment as set  forth below)  of 2.25 Common  Shares for  each
Series SS Preferred Share  so converted; provided, however, that,
in the case of  Series SS Preferred Shares called  for redemption
or  shares to be redeemed  on the Mandatory  Redemption Date, the
right of the holder  thereof to convert such shares  shall expire
fifteen (15)  days prior  to the  Redemption Date.   A  holder of
Series SS  Preferred  Shares  shall  be entitled  to  receive  in
exchange   therefor  certificates   for   the  fully   paid   and
nonassessable  Common  Shares  of  the Corporation  at  the  rate
aforesaid  (with  the  aggregate  number of  such  Common  Shares
rounded to  the  nearest whole  share) within  fifteen (15)  days
following  presentation  and  surrender  by such  holder  to  the
Corporation at  its offices of the  certificates representing the
Series  SS  Preferred Shares  to  be  converted (the  "Conversion
Date"),  all  under  suitable  regulations (which  shall  not  be
inconsistent  with   the  provisions  hereof,  which   shall  not
materially  impair the  rights of  the holder,  and of  which the
holder  shall receive  advance notice)  to be  prescribed  by the
board of directors of  the Corporation.  Conversion of  Series SS
Preferred  Shares in the  manner aforesaid  shall not  affect the
right  of  the  converting  holder  thereof  to  receive  (on the
Conversion Date if such dividends shall be legally payable by the
Corporation on  such date,  or as  promptly after  the Conversion
Date  as  such  dividends  shall be  legally  payable)  dividends
accrued  but unpaid thereon as of any dividend payment date prior
to the Conversion Date.

               (2)  The  number of Common Shares  to be exchanged
for  each Series SS Preferred Share that is converted pursuant to
subparagraph (e)(1) or redeemed in accordance with subparagraph

                               -5-

<PAGE>
(c)(1) shall  be subject to  adjustment from time to  time as set
forth in clauses (A) and (B) of this subparagraph (2):

                    (A)   In the event the  Corporation shall (i)
pay a dividend on its Common Shares in shares of the Corporation,
(ii) subdivide  its outstanding Common Shares,  (iii) combine the
outstanding Common Shares into a smaller number of shares or (iv)
issue by reclassification of  its Common Shares (whether pursuant
to  a merger  or consolidation  or otherwise)  any shares  of the
Corporation, then  the holder of  each Series SS  Preferred Share
shall be entitled to receive in exchange  for such share upon the
conversion  or redemption  thereof the  number of  shares  of the
Corporation which such holder would have owned or would have been
entitled  to receive  after the  happening of  any of  the events
described above  had such share been  converted immediately prior
to the happening of such event.   The adjustments provided for in
this  clause (A)  shall  be cumulative  if  more than  one  event
requiring an adjustment  shall occur between  the Issue Date  and
the Conversion Date or Redemption Date, as the case may be.

                    (B)  No adjustment pursuant to this paragraph
(e) shall  be required  unless such  adjustment would  require an
increase or decrease in such rate of at least one-tenth (1/10) of
a Common Share; provided, however, that any adjustments which  by
reason of  this clause (B) are  not required to be  made shall be
carried  forward  and  taken   into  account  in  any  subsequent
adjustment.

                    (C)   Promptly after  any adjustment pursuant
to this paragraph  (e), the Corporation shall give written notice
thereof to  all holders  of Series  SS Preferred  Shares, setting
forth in reasonable detail and certifying the calculation of such
adjustment.

               (3)   The Corporation  shall at all  times reserve
and keep available  out of its  authorized Common Shares,  solely
for  the  purpose  of  issuance  upon  conversion  of  Series  SS
Preferred Shares as herein provided, such number of Common Shares
as  shall then be issuable upon the conversion of all outstanding
Series SS Preferred Shares.

               (4)  Fractional Common  Shares shall not be issued
upon  conversion of  Series SS  Preferred Shares, nor  shall cash
adjustments be made for fractional shares upon such conversion.

               (5)  For purposes of this paragraph (e),  the term
"Common Shares" shall mean  (A) the class of stock  designated as
the Common Shares of  the Corporation on the date  this Statement
is filed with the Iowa Secretary of State, or (B) any other class
of stock resulting from successive changes or reclassification of
such class  consisting solely  of  a change  in par  value, or  a
change from no par value to par value.

               (6)   Each  notice of  conversion shall  state the
number of Series  SS Preferred  Shares to be  converted, if  less
than all the shares held by such holder.  In case fewer than all



                               -6-

<PAGE>
the  shares represented by such certificate  are converted, a new
certificate shall be issued  representing the unconverted shares.
From and after  the Conversion Date (unless the Corporation shall
default in issuing the Common Shares on the Conversion Date), all
dividends on such converted shares of Series  SS Preferred Shares
shall  cease to accrue and  such shares shall  not be outstanding
for any purpose whatsoever.

          (f)  Preference  Value  in  Liquidation.    The  amount
payable with respect  to each  Series SS Preferred  Share in  the
event  of  either voluntary  or  involuntary  liquidation of  the
Corporation  shall be $100.00, plus a  sum equal to the amount of
all dividends accrued and unpaid thereon.



                               -7-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
           $5.25 Cumulative, Convertible and Redeemable
                    Series T Preferred Shares,
          without par value, Stated Value $100 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing  and designating  the $5.25  Cumulative, Convertible
and Redeemable  Voting Series T  Preferred Shares and  fixing and
determining  the  relative  rights  and  preferences  thereof  is
attached  hereto  as  Exhibit  A  and is  made  a  part  of  this
statement.

          3.   The  aforesaid resolution was adopted as of August
15, 1986.

          4.   The  aforesaid resolution was  duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and affixed the seal of  this corporation this 26th day  of
September, 1986.

                              TELEPHONE AND DATA SYSTEMS, INC.



                              By  /s/ LeRoy T. Carlson           
                                   ----------------------------
                                 LeRoy T. Carlson, Chairman



                              By  /s/ Michael G. Hron            
                                   ----------------------------
                                 Michael G. Hron, Secretary

Corporate Seal

<PAGE>
                            EXHIBIT A
                                TO
         STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
                                OF
           $5.25 CUMULATIVE CONVERTIBLE AND REDEEMABLE
                 VOTING SERIES T PREFERRED SHARES     
               ------------------------------------

          RESOLVED,  that pursuant  to  the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby creates  and authorizes the issuance of a series
of the Preferred Shares of  the Corporation to consist originally
of  nineteen  thousand  (19,000)  shares  and  hereby  fixes  the
designation and  the relative  rights and preferences  thereof as
follows:

          (a)  Designation  -  The designation  of the  series of
Preferred  Shares  created by  this  resolution  shall be  "$5.25
Cumulative  Convertible and Redeemable  Voting Series T Preferred
Shares"  (hereinafter  referred to  as  the  "Series T  Preferred
Shares").

          (b)  Dividends  -  The rate  of  dividend payable  upon
Series  T  Preferred  Shares shall  be  five  and  25/100 dollars
($5.25) per share per annum.

          (c)  Redemption - 

               (1)  Unless  the  Series T  Preferred  Shares have
     been  converted, or  written  notice of  intent to  convert,
     pursuant to paragraph (e) hereof,  has been received by  the
     Corporation on  or before the fifth anniversary  of the date
     of their issuance, the Corporation may, at its option at any
     time  thereafter, redeem  all  or any  portion  of the  then
     outstanding Series T Preferred  Shares for $100.00 per share
     plus an  amount equal to  all dividends  accrued and  unpaid
     thereon to the redemption date.

               (2)  Notice  of an  election under  the redemption
     provision in  subparagraph (1)  above shall be  delivered to
     each holder of Series  T Preferred Shares to be  redeemed at
     the address  appearing on the records of the Corporation not
     less than thirty (30) days prior to the date upon which such
     stock is  to be redeemed.   If on  or before  the redemption
     date specified in such notice, the funds necessary  for such
     redemption shall have  been set aside by the  Corporation so
     as  to be available for payment on  demand to the holders of
     Series T  Preferred Shares  so called for  redemption, then,
     notwithstanding  that any certificate  representing Series T
     Preferred  Shares so  called for  redemption shall  not have
     been  surrendered for  cancellation,  the dividends  thereon
     shall  cease to  accrue  from and  after  the date  of  such
     redemption so specified, and all rights with respect to such
                               -1-

<PAGE>
     Series  T   Preferred  Shares  so   called  for  redemption,
     including  any right to vote or otherwise participate in the
     determination   of  any  proposed  corporate  action,  shall
     forthwith after such  redemption date  cease and  terminate,
     except  only  the  right  of  the  holder   to  receive  the
     redemption price therefor, but without interest.  The Series
     T  Preferred  Shares  redeemed pursuant  to  the  provisions
     hereof or  any such  shares purchased or  otherwise acquired
     shall not be reissued but shall be cancelled and proceedings
     shall be taken in the manner prescribed by statute to reduce
     the  number of  Preferred  Shares which  the Corporation  is
     authorized to issue by the number of shares cancelled.

          (d)  Voting Rights - 

               (1)  With respect  to all matters, each  holder of
     Series  T Preferred Shares shall be entitled to one vote for
     each share of such stock standing in the name of  the holder
     on the books of the Corporation.

               (2)  With  respect to  the election  of directors,
     the holders  of Series T  Preferred Shares shall  have class
     voting rights (voting together with the holders of (i) other
     Preferred Shares that are entitled to vote thereon and  that
     were issued after October 31, 1981, and (ii) Series A Common
     Shares) to the extent provided in Article IV of the Articles
     of Incorporation of the Corporation.

          (e)  Conversion -

               (1)  The  Series  T   Preferred  Shares  shall  be
     convertible   into  the   Corporation's  Common   Shares  as
     hereinafter  provided, and  when and  as so  converted, such
     Series T Preferred Shares shall be cancelled and retired and
     shall not be reissued as such.  Commencing upon issuance and
     terminating  ten   (10)  years  thereafter,   the  Series  T
     Preferred Shares  may be converted, upon  fifteen (15) days'
     written notice to the Corporation, into Common Shares of the
     Corporation at the rate  of four (4) Common Shares  for each
     Series T Preferred Share.   On presentation and surrender to
     the  Corporation   at   its  offices   of  the   certificate
     representing the Series T  Preferred Shares to be converted,
     the holder  thereof shall be entitled to receive in exchange
     therefor certificates for the  fully paid and non-assessable
     Common Shares of the Corporation at  the rate aforesaid, all
     under suitable regulations to be prescribed by the  board of
     directors  of  the  Corporation.   Conversion  of  Series  T
     Preferred Shares  in the  manner aforesaid shall  not affect
     the  right  of  the  converting holder  thereof  to  receive
     dividends  accrued but  unpaid  thereon as  of the  dividend
     payment date immediately prior to conversion.

               (2)  The number of  Common Shares into which  each
     Series T Preferred Share is convertible shall be subject to

                               -2-

<PAGE>
     adjustment from time to time as set forth in clauses (A) and
     (B) of this subparagraph (2):

               (A)  In  case  the  Corporation  shall (i)  pay  a
          dividend  on  its  Common   Shares  in  shares  of  the
          Corporation  (ii)  subdivide  its   outstanding  Common
          Shares into  a greater number of  shares, (iii) combine
          its outstanding Common Shares  into a smaller number of
          shares, or (iv) issue by reclassification of its Common
          Shares (whether pursuant  to a merger  or consolidation
          or otherwise)  any shares of the  Corporation, then the
          holder  of  each  Series  T Preferred  Share  shall  be
          entitled to receive upon  the conversion of such share,
          the number of shares of the Corporation  which he would
          have owned or would have been entitled to receive after
          the happening  of any of the events described above had
          such  share  been converted  immediately  prior to  the
          happening of  such event.  An  adjustment made pursuant
          to this provision  shall become effective retroactively
          with  respect to conversions  made subsequently  to the
          record date in the case of a dividend, and shall become
          effective  on  the effective  date  in  the case  of  a
          subdivision, combination or reclassification.

               (B)  No adjustment in the conversion rate shall be
          required  unless  such  adjustment  would   require  an
          increase or decrease in such rate of at least one-tenth
          (1/10) of  a Common Share; provided,  however, that any
          adjustments  which by reason of this clause (B) are not
          required to be  made shall be carried forward and taken
          into account by any subsequent adjustment.

               (3)  The  Corporation shall  at all  times reserve
     and  keep available  out  of its  authorized Common  Shares,
     solely for the purpose of issuance upon conversion of Series
     T Preferred Shares as herein provided, such number of Common
     Shares  as shall then be issuable upon the conversion of all
     outstanding Series T Preferred Shares.

               (4)  Fractional Common Shares  shall not be issued
     upon conversion of Series T Preferred Shares, nor shall cash
     adjustments  be   made  for  fractional  shares   upon  such
     conversion.

               (5)  For  purposes of this paragraph (f), the term
     "Common Shares" shall mean (A) the class of stock designated
     as the  Common Shares of the Corporation at the date of this
     resolution,  or (B) any other  class of stock resulting from
     successive  changes  or   reclassifications  of  such  class
     consisting solely of a change in par value, or a change from
     par value to no  par value, or a change from no par value to
     par value.


                               -3-

<PAGE>
          (f)  Liquidation - The amount payable upon each  Series
T Preferred Share in the event of either voluntary or involuntary
liquidation shall be $100.00, plus  a sum equal to the  amount of
all accumulated and unpaid dividends thereon.


                               -4-


                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                        TELEPHONE AND DATA SYSTEMS, INC.

--------------------------------------------------------------------------------
                Statement of Designation, Preferences and Rights
                                       of
               $5.00 Cumulative Convertible and Redeemable Voting
                 Series TT Preferred Shares, without par value,
                         Stated Value $100.00 Per Share

--------------------------------------------------------------------------------

                  1.  The name of the corporation is Telephone and Data Systems,
Inc.

                  2.  A copy  of  the  resolution  of  the  Board  of Directors
establishing  and  designating the $5.00  Cumulative  Convertible and Redeemable
Voting Series TT Preferred Shares and fixing and determining the relative rights
and  preferences  thereof is attached  hereto as Exhibit A and is made a part of
this statement.

                  3.  The aforesaid resolution was adopted as of August 29, 
1997.

                  4.  The  aforesaid  resolution  was  adopted  by the  Board of
Directors of TELEPHONE AND DATA SYSTEMS, INC. No shareholder vote was required.

                  IN WITNESS WHEREOF,  we have hereunto subscribed our names and
affixed the seal of this corporation this 15th day of September 1997.

                                        TELEPHONE AND DATA SYSTEMS, INC.



                                        By:  /s/ LeRoy T. Carlson
                                             -----------------------------------
                                             LeRoy T. Carlson, Chairman


                                        By:  /s/ Michael G. Hron
                                             -----------------------------------
                                             Michael G. Hron, Secretary

Subscribed and sworn to before 
me this 15th day of September 1997.


/s/ Joanne J. Busha
----------------------
     Notary Public





<PAGE>



                                                            EXHIBIT A

               STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
                        $5.00 CUMULATIVE CONVERTIBLE AND
                  REDEEMABLE VOTING SERIES TT PREFERRED SHARES


                  RESOLVED, that, pursuant to the authority expressly granted to
and vested in the board of  directors  of the  Corporation  by the  Articles  of
Incorporation  of the  Corporation,  the board of directors  hereby  creates and
authorizes the issuance of a series of the Preferred  Shares of the  Corporation
to consist  originally of Thirty Thousand (30,000) shares,  and hereby fixes the
designation and the relative rights and preferences thereof as follows:

                  (a)  Designation.  The  designation of the series of Preferred
Shares created by this  resolution  shall be "$5.00  Cumulative  Convertible and
Redeemable  Voting Series TT Preferred Shares"  (hereinafter  referred to as the
"Series TT Preferred Shares").  The Series TT Preferred Shares shall have no par
value but shall have a stated value of $100.00 per share.

                  (b)  Dividends.  Each  holder of a Series TT  Preferred  Share
shall be entitled to receive, when, as and if declared by the board of directors
of the Corporation,  out of funds of the Corporation legally available therefor,
cumulative  dividends  during each fiscal quarter to the extent set forth below.
Such dividends shall be cumulative from and shall commence to accrue (whether or
not  declared)  on the date of original  issuance  of such  Series TT  Preferred
Shares (the "Issue Date"),  at a per annum dividend rate of five dollars ($5.00)
per share.

                  (c)  Redemption.

                           (1)      On or after the tenth anniversary of the
Issue Date, the Series TT Preferred  Shares shall be  redeemable,  in whole or 
in part from time to time, at the option of the Corporation,  on a date (the 
"Redemption Date") which is the first business day after a dividend  payment 
date,  pursuant to a notice as provided in  subparagraph  (c)(2) hereof,  at a 
redemption  price (the  "Redemption  Price")  equal to the sum of (A)  $100.00  
for each Series TT Preferred Share called for redemption plus (B) all dividends 
accrued and unpaid thereon  through  the  Redemption  Date.  The  Redemption  
Price  payable on any Redemption  Date shall be payable (i) in cash (by 
certified  check),  or (ii) by the issuance of Common Shares of the  Corporation
to the record holder of such Series TT Preferred  Shares being  redeemed.  In 
the event that the  Corporation elects to pay the Redemption  Price by issuing
its Common Shares,  the number of Common Shares to be issued shall be calculated
(and rounded to the nearest whole share) based upon the arithmetical  average of
the closing price on the American Stock  Exchange  (or, if the  Corporation's  
Common Shares are not listed on the American


<PAGE>



Stock  Exchange (in order if more than one  applies),  the closing price of such
Common Shares on any national  securities exchange or on any regional securities
exchange,  the highest bid price  quoted  through the  National  Association  of
Securities Dealers Automated Quotation System, or the highest bid price reported
by dealers in the  over-the-counter  market) of the Corporation's  Common Shares
for the thirty (30)  trading  days ending on the third  trading day prior to the
Redemption Date. If a holder,  subsequent to receiving a notice of redemption of
such holder's Series TT Preferred Shares and at least fifteen (15) days prior to
the Redemption Date,  properly elects to convert any Series TT Preferred Shares,
then the number of shares to be  redeemed  from such  holder on such  Redemption
Date shall be  reduced  by the  lesser of (x) the number of Series TT  Preferred
Shares called for redemption  from such holder and (y) the number of such shares
converted by such holder.

                           (2)      Notice of an election under the redemption
provision  in  subparagraph  (c)(1) above shall be mailed (by  registered  mail,
return  receipt  requested)  to each holder of Series TT Preferred  Shares to be
redeemed at the address  appearing  on the records of the  Corporation  not less
than  sixty  (60) days  prior to the  Redemption  Date.  If,  on or  before  the
Redemption Date specified in such notice,  the funds or Common Shares  necessary
for such  redemption  shall have been set aside by the  Corporation  so as to be
available for payment to the holder of Series TT Preferred  Shares so called for
redemption  upon such holder's  surrender of such Series TT Preferred  Shares to
the Corporation,  then, notwithstanding that any certificate representing Series
TT Preferred Shares so called for redemption shall not have been surrendered for
cancellation,  the  dividends  thereon  shall cease to accrue from and after the
Redemption  Date, and all rights with respect to such Series TT Preferred Shares
so called for redemption,  including any right to vote or otherwise  participate
in the determination of any proposed  corporate  action,  shall terminate at the
close of business on such Redemption  Date,  except only the right of the holder
to receive the Redemption Price therefor, but without interest.

                           (3) Each such notice of redemption shall state:

                                    (A)     the Redemption Date;

                                    (B)     the number of Series TT Preferred 
Shares to be  redeemed  and,  if less than all the shares held by such holder 
are to be redeemed from such holder,  the number of shares to be redeemed from 
such holder (subject, if applicable, to the right of the holder to convert such 
shares prior to the Redemption Date);


                                       -2-

<PAGE>



                                    (C)     whether the Redemption Price will be
paid in cash (by certified check) or by the issuance of Common Shares of
the Corporation;

                                    (D)     the place where certificates for
such shares are to be surrendered for payment of the Redemption Price; and

                                    (E)     that dividends on the shares to be
redeemed shall cease to accrue on such Redemption Date.

                           (4)     On or after a Redemption Date, each holder of
shares of Series TT Preferred  Shares to be redeemed shall present and surrender
the certificate or certificates  for such shares to the Corporation at the place
designated  in such notice and  thereupon  the  Redemption  Price of such shares
shall be paid to or on the  order  of the  person  whose  name  appears  on such
certificate  or  certificates   as  the  owner  thereof  and  each   surrendered
certificate shall be canceled.  In case fewer than all the shares represented by
such certificate are redeemed,  a new certificate  shall be issued  representing
the unredeemed shares.  From and after a Redemption Date (unless the Corporation
shall default in payment of the Redemption Price) all dividends on the Series TT
Preferred Shares designated for redemption in such notice shall cease to accrue,
and all rights of the holders thereof as shareholders of the Corporation, except
the right to receive the Redemption Price thereof,  without  interest,  upon the
surrender of certificates  representing  the same, shall cease and terminate and
such shares shall not thereafter be transferred  (except with the consent of the
Corporation) on the books of the Corporation and such shares shall not be deemed
to be outstanding for any purpose whatsoever.

                  (d)      Voting Rights.

                           (1)    With respect to all matters, each holder of
Series TT Preferred  Shares shall be entitled to one vote for each share of such
stock standing in the name of the holder on the books of the Corporation.

                           (2)    With respect to the election of directors, the
holders of Series TT Preferred  Shares shall have class  voting  rights  (voting
together  with the holders of (i) other  Preferred  Shares that are  entitled to
vote  thereon and that were issued  after  October 31,  1981,  and (ii) Series A
Common  Shares)  to  the  extent  provided  in  Article  IV of the  Articles  of
Incorporation of the Corporation.


                                       -3-

<PAGE>



                  (e)      Conversion.

                           (1)      At any time and from time to time for the
period  commencing on the Issue Date and terminating on the tenth anniversary of
the Issue Date, any holder of Series TT Preferred  Shares may convert all or any
portion of the Series TT Preferred Shares held by such holder into Common Shares
at a conversion ratio (subject to adjustment as set forth below) of 1.818 Common
Shares for each Series TT Preferred Share so converted; provided, however, that,
in the case of Series TT Preferred  Shares called for  redemption,  the right of
the holder  thereof to convert such shares shall expire  fifteen (15) days prior
to the Redemption Date. A holder of Series TT Preferred Shares shall be entitled
to  receive  in  exchange   therefor   certificates   for  the  fully  paid  and
nonassessable  Common Shares of the  Corporation at the rate aforesaid (with the
aggregate  number of such  Common  Shares  rounded to the nearest  whole  share)
within fifteen (15) days following  presentation and surrender by such holder to
the Corporation at its offices of the  certificates  representing  the Series TT
Preferred  Shares to be converted (the  "Conversion  Date"),  all under suitable
regulations (which shall not be inconsistent with the provisions  hereof,  which
shall not  materially  impair the rights of the holder,  and of which the holder
shall receive  advance notice) to be prescribed by the board of directors of the
Corporation.  Conversion of Series TT Preferred  Shares in the manner  aforesaid
shall not affect the right of the  converting  holder thereof to receive (on the
Conversion Date if such dividends shall be legally payable by the Corporation on
such date, or as promptly after the Conversion  Date as such dividends  shall be
legally payable) dividends accrued but unpaid thereon as of any dividend payment
date prior to the Conversion Date.

                           (2)   The number of Common Shares to be exchanged for
each Series TT Preferred Share that is converted pursuant to subparagraph (e)(1)
or  redeemed  in  accordance  with  subparagraph  (c)(1)  shall  be  subject  to
adjustment  from  time to  time  as set  forth  in  clauses  (A) and (B) of this
subparagraph (2):

                                    (A)   In the event the Corporation shall (i)
pay a dividend on its Common Shares in shares of the Corporation, (ii) subdivide
its outstanding  Common Shares,  (iii) combine the outstanding  Common Shares 
into a smaller number of shares or (iv) issue by  reclassification of its Common
Shares (whether  pursuant to a merger or  consolidation or otherwise) any shares
of the Corporation, then the holder of each Series TT Preferred Share shall be 
entitled to receive in exchange for such share upon the conversion or redemption
thereof the number of shares of the  Corporation  which such holder  would have 
owned or would have been  entitled to receive  after the  happening  of any of 
the events described above had such share been converted immediately prior to

                                       -4-

<PAGE>



the  happening of such event.  The  adjustments  provided for in this clause (A)
shall be cumulative if more than one event  requiring an adjustment  shall occur
between the Issue Date and the Conversion  Date or Redemption  Date, as the case
may be.

                                    (B)     No adjustment pursuant to this 
paragraph (e) shall be  required  unless  such  adjustment  would  require an 
increase or decrease in such rate of at least one-tenth (1/10) of a Common 
Share;  provided, however,  that  any  adjustments  which by  reason  of this 
clause  (B) are not required  to be made shall be  carried  forward  and taken  
into  account in any subsequent adjustment.

                                    (C)     Promptly after any adjustment  
pursuant to this  paragraph  (e), the  Corporation  shall give written notice 
thereof to all holders of Series TT Preferred  Shares,  setting forth in 
reasonable  detail and certifying the calculation of such adjustment.

                           (3)      The Corporation shall at all times reserve
and keep  available out of its authorized  Common Shares,  solely for the
purpose of issuance upon conversion of Series TT Preferred Shares as herein 
provided,  such number of Common  Shares as shall then be issuable  upon the  
conversion  of all outstanding Series TT Preferred Shares.

                           (4)      Fractional Common Shares shall not be issued
upon  conversion of Series TT Preferred  Shares,  nor shall cash  adjustments be
made for fractional shares upon such conversion.

                           (5)      For purposes of this paragraph (e), the term
"Common  Shares"  shall  mean (A) the class of stock  designated  as the  Common
Shares of the  Corporation  on the date this  Statement  is filed  with the Iowa
Secretary of State,  or (B) any other class of stock  resulting from  successive
changes or  reclassification  of such class consisting solely of a change in par
value, or a change from no par value to par value.

                           (6)      Each notice of conversion shall state the
number of  Series TT  Preferred  Shares  to be  converted,  if less than all the
shares held by such  holder.  In case fewer than all the shares  represented  by
such certificate are converted,  a new certificate shall be issued  representing
the  unconverted  shares.  From  and  after  the  Conversion  Date  (unless  the
Corporation  shall default in issuing the Common Shares on the Conversion Date),
all dividends on such converted shares of Series TT Preferred Shares shall cease
to accrue and such shares shall not be outstanding for any purpose whatsoever.


                                       -5-

<PAGE>


                  (f) Preference  Value in Liquidation.  The amount payable with
respect to each Series TT  Preferred  Share in the event of either  voluntary or
involuntary liquidation of the Corporation shall be $100.00, plus a sum equal to
the amount of all dividends accrued and unpaid thereon.


                                    * * * * *

                                       -6-


<PAGE>


                      ARTICLES OF AMENDMENT
                                TO
                    ARTICLES OF INCORPORATION
                                OF
                 TELEPHONE AND DATA SYSTEMS, INC.
                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
        $8.50 Cumulative, Non-Convertible, Redeemable and
                Voting Series U Preferred Shares,
        without par value, Stated Value $100.00 Per Share
                ----------------------------------

          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing   and  designating   the   $8.50  Cumulative,   Non-
Convertible, Redeemable and Voting  Series U Preferred Shares and
fixing  and  determining  the  relative  rights  and  preferences
thereof is  attached hereto as  Exhibit A and  is made a  part of
this statement.

          3.   The  aforesaid   resolution  was  adopted   as  of
February 7, 1990.

          4.   The aforesaid  resolution was duly adopted  by the
Board  of Directors  of  TELEPHONE AND  DATA  SYSTEMS, INC.    No
shareholder vote was required.

          IN  WITNESS  WHEREOF, we  have hereunto  subscribed our
names and affixed  the seal of this  corporation this 7th day  of
February, 1990.

                              TELEPHONE AND DATA SYSTEMS, INC.

                              By  /s/ LeRoy T. Carlson           
                                   ----------------------------
                                 LeRoy T. Carlson, Chairman

                              By  /s/ Michael G. Hron            
                                   ----------------------------
                                 Michael G. Hron, Secretary

Subscribed and sworn to
before me this 7th day
of February, 1990

 /s/ Miriam L. Oberbruner     
-------------------------
Notary Public

My commission expires:   10/12/93 
                         ---------

<PAGE>
                                                        EXHIBIT A

         STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
                                OF
          $8.50 CUMULATIVE, NON-CONVERTIBLE, REDEEMABLE
               AND VOTING SERIES U PREFERRED SHARES
              -------------------------------------

          RESOLVED,  that pursuant  to  the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation by the Articles  of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally of one thousand one hundred (1,100)  shares and hereby
fixes  the designation  and the  relative rights  and preferences
thereof as follows:

          (a)  Designation  -  The designation  of the  series of
Preferred  Shares  created by  this  resolution  shall be  "$8.50
Cumulative,  Non-Convertible,  Redeemable  and  Voting  Series  U
Preferred Shares" (hereinafter referred to as "Series U Preferred
Shares").  The Series U Preferred Shares  shall have no par value
but shall have a stated value of $100.00 per share.

          (b)  Dividends  -  The rate  of  dividend  payable upon
Series  U Preferred  Shares  shall be  eight  and 50/100  dollars
($8.50)  per share per annum.  Such dividends shall be cumulative
from and commence to accrue on the date of issuance.

          (c)  Redemption - 

               (1)  After the fifth  anniversary of  the date  of
     issuance,  the   Corporation  may,  at  its  option,  redeem
     annually  up  to  twenty  percent  (20%)  of  the  Series  U
     Preferred Shares  outstanding on such fifth  anniversary for
     $100.00 per share.   After  the tenth  anniversary of  their
     issuance,  the Corporation may at any  time redeem, in whole
     or in part,  the then outstanding Series U  Preferred Shares
     for $100.00 per share.  In addition to the redemption price,
     the following shall be paid:

               (A)  any accrued and unpaid dividends with respect
          to each Series U Preferred Share redeemed, and

               (b)  an amount  equal to $2.125 for  each Series U
          Preferred Share redeemed  multiplied by  the number  of
          days  between the  date  fixed for  redemption and  the
          March 1, June 1, September 1, or December 1 immediately
          preceding the date fixed  for redemption and divided by
          90.

               (2)  Notice  of an  election under  the redemption
     provision  in subparagraph  (1) shall  be delivered  to each
     holder of Series U Preferred Shares to be redeemed at the
                               -1-

<PAGE>
     address appearing on the records of the Corporation not less
     than  thirty (30)  days prior  to the  date upon  which such
     stock  is to  be redeemed.   If on or  before the redemption
     date specified in such notice,  the funds necessary for such
     redemption shall have been set  aside by the Corporation  so
     as  to be available  for payment on demand  to the holder of
     the  Series U  Preferred  Shares so  called for  redemption,
     then,  notwithstanding  that  any  certificate  representing
     Series U Preferred Shares so called for redemption shall not
     have  been  surrendered   for  cancellation,  the  dividends
     thereon shall cease  to accrue  from and after  the date  of
     such redemption so specified, and all rights with respect to
     such  Series U  Preferred Shares  so called  for redemption,
     including any right to vote or otherwise  participate in the
     determination   of  any  proposed  corporate  action,  shall
     terminate at  the close of business on such redemption date,
     except  only  the  right  of   the  holder  to  receive  the
     redemption price therefor, but without interest.  The Series
     U Preferred Shares purchased or otherwise acquired shall not
     be  reissued but shall be cancelled and proceedings shall be
     taken  in the  manner prescribed  by statute  to  reduce the
     number  of   Preferred  Shares  which   the  Corporation  is
     authorized to issue by the number of shares cancelled.

          (d)  Voting Rights - 

               (1)  With  respect to all  matters, each holder of
     Series  U Preferred Shares shall be entitled to one vote for
     each share of such stock standing in the name of  the holder
     on the books of the Corporation.

               (2)  With  respect to  the election  of directors,
     the holders of  Series U Preferred  Shares shall have  class
     voting rights (voting together with the holders of (i) other
     Preferred Shares that are entitled  to vote thereon and that
     were issued after October 31, 1981, and (ii) Series A Common
     Shares) to the extent provided in Article IV of the Articles
     of Incorporation of the Corporation.

          (e)  Conversion -  The  Series U Preferred Shares shall
not be convertible.

          (f)  Liquidation - The amount payable upon each  Series
U Preferred Share in the event of either voluntary or involuntary
liquidation  shall be $100.00, plus a  sum equal to the amount of
all accumulated and unpaid dividends thereon.


                               -2-



<PAGE>

                      ARTICLES OF AMENDMENT
                                TO
                    ARTICLES OF INCORPORATION
                                OF
                 TELEPHONE AND DATA SYSTEMS, INC.
                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
          $7.50 Cumulative, Convertible, Redeemable and
                Voting Series V Preferred Shares,
        without par value, Stated Value $100.00 Per Share
                ----------------------------------

          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing and  designating the $7.50  Cumulative, Convertible,
Redeemable  and Voting Series  V Preferred Shares  and fixing and
determining  the  relative  rights  and  preferences  thereof  is
attached  hereto  as  Exhibit  A  and  is made  a  part  of  this
statement.

          3.   The  aforesaid   resolution  was  adopted   as  of
February 7, 1990.

          4.   The aforesaid  resolution was duly adopted  by the
Board  of Directors  of  TELEPHONE AND  DATA  SYSTEMS, INC.    No
shareholder vote was required.

          IN  WITNESS  WHEREOF, we  have hereunto  subscribed our
names and affixed  the seal of this  corporation this 7th day  of
February, 1990.

                              TELEPHONE AND DATA SYSTEMS, INC.

                              By  /s/ LeRoy T. Carlson           
                                   ----------------------------
                                 LeRoy T. Carlson, Chairman

                              By  /s/ Michael G. Hron            
                                   ----------------------------
                                 Michael G. Hron, Secretary

Subscribed and sworn to
before me this 7th day
of February, 1990

 /s/ Miriam L. Oberbruner     
-------------------------
Notary Public

My commission expires:   10/12/93 
                         --------

<PAGE>
                                                        EXHIBIT A

         STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
                                OF
            $7.50 CUMULATIVE, CONVERTIBLE, REDEEMABLE
               AND VOTING SERIES V PREFERRED SHARES
              -------------------------------------

          RESOLVED,  that pursuant  to  the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation by the Articles  of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally of six thousand two hundred (6,200)  shares and hereby
fixes  the designation  and the  relative rights  and preferences
thereof as follows:

          (a)  Designation  -  The designation  of the  series of
Preferred  Shares  created by  this  resolution  shall be  "$7.50
Cumulative, Convertible, Redeemable and Voting Series V Preferred
Shares"  (hereinafter  referred to  as  the  "Series V  Preferred
Shares").  The Series V Preferred Shares  shall have no par value
but shall have a stated value of $100.00 per share.

          (b)  Dividends  -  The rate  of  dividend  payable upon
Series  V Preferred  Shares  shall be  seven  and 50/100  dollars
($7.50)  per share per annum.  Such dividends shall be cumulative
from and commence to accrue on the date of issuance.

          (c)  Redemption - 

               (1)  After the seventh anniversary of  the date of
     issuance, the Corporation  may, at its  option, at any  time
     redeem all or  a portion  of the then  outstanding Series  V
     Preferred Shares for $100.00 per share, plus 

               (A)  any accrued and unpaid dividends with respect
          to each Series V Preferred Share redeemed, and

               (B)  an amount  equal to $1.875 for  each Series V
          Preferred  Share redeemed multiplied  by the  number of
          days  between the  date  fixed for  redemption and  the
          March 1, June 1, September 1, or December 1 immediately
          preceding the date fixed  for redemption and divided by
          90.

               (2)  Notice  of an  election under  the redemption
     provision in  subparagraph (1)  above shall be  delivered to
     each holder of Series  V Preferred Shares to be  redeemed at
     the address appearing on the records of  the Corporation not
     less than thirty (30) days prior to the date upon which such
     stock is  to be redeemed.   If on  or before the  redemption
     date specified in such notice,  the funds necessary for such
     redemption shall have been set aside by the Corporation so
                               -1-

<PAGE>
     as to  be available for  payment on demand to  the holder of
     Series V  Preferred Shares  so called for  redemption, then,
     notwithstanding that any  certificate representing Series  V
     Preferred  Shares so  called for  redemption shall  not have
     been surrendered  for  cancellation, the  dividends  thereon
     shall  cease to  accrue  from and  after  the date  of  such
     redemption so specified, and all rights with respect to such
     Series  V   Preferred  Shares  so   called  for  redemption,
     including any right to vote or  otherwise participate in the
     determination  of  any   proposed  corporate  action,  shall
     terminate  at the close of business on such redemption date,
     except  only  the   right  of  the  holder  to  receive  the
     redemption price therefor, but without interest.  The Series
     V Preferred Shares purchased or otherwise acquired shall not
     be reissued but shall be cancelled and proceedings shall  be
     taken in  the manner  prescribed by  statute  to reduce  the
     number  of  Preferred   Shares  which  the   Corporation  is
     authorized to issue by the number of shares cancelled.

          (d)  Voting Rights - 

               (1)  With respect  to all matters,  each holder of
     Series  V Preferred Shares shall be entitled to one vote for
     each share of such stock standing in the name of the  holder
     on the books of the Corporation.

               (2)  With  respect to  the election  of directors,
     the holders  of Series V  Preferred Shares shall  have class
     voting rights (voting together with the holders of (i) other
     Preferred Shares that  are entitled to vote thereon and that
     were issued after October 31, 1981, and (ii) Series A Common
     Shares) to the extent provided in Article IV of the Articles
     of Incorporation of the Corporation.

          (e)  Conversion -  

               (1)  Commencing upon issuance  and terminating  at
     the  close  of  business  on  the  day  before  the  seventh
     anniversary of the date of issuance, each outstanding Series
     V Preferred Share may be  converted, upon fifteen (15) days'
     written  notice,  into  nine  (9)   Common  Shares.       On
     presentation and surrender to the Corporation at its offices
     of  the  certificate  representing  the  Series  V Preferred
     Shares to be converted, the holder thereof shall be entitled
     to receive  in exchange therefor certificates  for the fully
     paid and  nonassessable Common Shares of  the Corporation at
     the  rate aforesaid,  all under  suitable regulations  to be
     prescribed  by the  board of  directors of  the Corporation.
     Conversion  of  Series  V  Preferred Shares  in  the  manner
     aforesaid  shall  not affect  the  right  of the  converting
     holder  thereof  to  receive dividends  accrued  but  unpaid
     thereon as of the dividend payment date immediately prior to
     conversion.


                               -2-

<PAGE>
               (2)  The number  of Common Shares  into which each
     Series  V Preferred Share is convertible shall be subject to
     adjustment  from time to time.  In the event the Corporation
     shall (i) pay  a dividend  on its Common  Shares (in  Common
     Shares of the Corporation) of more than 20% of the number of
     outstanding  Common Shares,  (ii) subdivide  its outstanding
     Common Shares,  (iii) combine the outstanding  Common Shares
     into  a   smaller  number  of   shares  or  (iv)   issue  by
     reclassification of its Common Shares (whether pursuant to a
     merger  or consolidation  or  otherwise) any  shares of  the
     Corporation,  then the  holder  of each  Series V  Preferred
     Share  shall be entitled to  receive, upon the conversion of
     such share, the number of shares of the Corporation which he
     would have  owned  or would  have been  entitled to  receive
     after the happening of any of the events described above had
     such share been converted immediately prior to the happening
     of  such  event.    An  adjustment  made  pursuant  to  this
     provision  shall become effective retroactively with respect
     to conversions made after  the record date in the  case of a
     dividend, and  shall become effective on  the effective date
     in   the    case   of   a   subdivision,    combination   or
     reclassification.

               (3)  The Corporation shall at all time reserve and
     keep available  out of its authorized  Common Shares, solely
     for  the purpose  of issuance  upon conversion  of Series  V
     Preferred Shares  as herein provided, such  number of Common
     Shares  as shall then be issuable upon the conversion of all
     outstanding Series V Preferred Shares.

               (4)  Fractional Common Shares  shall not be issued
     upon conversion of Series V Preferred Shares, nor shall cash
     adjustments  be  made  for   fractional  shares  upon   such
     conversion.

               (5)  For purposes of this paragraph (e), the  term
     "Common Shares" shall mean (A) the class of stock designated
     as the Common  Shares of  the Corporation on  the date  this
     Statement  is filed with the Iowa Secretary of State, or (B)
     any other  class of stock resulting  from successive changes
     or reclassifications  of such  class consisting solely  of a
     change in  par value, or a  change from no par  value to par
     value.

          (f)  Liquidation  - The amount payable upon each Series
V Preferred Share in the event of either voluntary or involuntary
liquidation shall be $100.00, plus  a sum equal to the  amount of
all accumulated and unpaid dividends thereon.


                               -3-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
                 $7.50 Cumulative and Convertible
                Voting Series W, Preferred Shares,
          without par value, Stated Value $100 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing and designating the $7.50 Cumulative and Convertible
Voting  Series W Preferred Shares and  fixing and determining the
relative  rights and  preferences thereof  is attached  hereto as
Exhibit A and is made a part of this statement.

          3.   The   aforesaid  resolution  was   adopted  as  of
September 24, 1987.

          4.   The aforesaid resolution was  duly adopted by  the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we  have hereunto  subscribed our
names and affixed the seal of this corporation as of the 23st day
of December, 1987.

                              TELEPHONE AND DATA SYSTEMS, INC.



                              By:   /s/ LeRoy T. Carlson         
                                   ----------------------------
                                   LeRoy T. Carlson, Chairman



                              By:   /s/ Michael G. Hron         _
                                   ----------------------------
                                   Michael G. Hron, Secretary

<PAGE>
                                                        EXHIBIT A

         STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
                                OF
                 $7.50 CUMULATIVE AND CONVERTIBLE
                VOTING SERIES W PREFERRED SHARES,
        WITHOUT PAR VALUE, STATED VALUE $100.00 PER SHARE
        --------------------------------------------------

          RESOLVED,  that  pursuant  to the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby creates and authorizes  the issuance of a series
of the Preferred Shares of the Corporation  to consist originally
of Eight  Thousand Five Hundred (8,500) shares,  and hereby fixes
the  designation,  relative  rights and  preferences  thereof  as
follows:

          (a)  Designation  - The  designation of  the  series of
Preferred  Shares  created  by  this resolution  shall  be  $7.50
Cumulative  and  Convertible  Voting Series  W  Preferred  Shares
(hereinafter  referred to  as the  "Series W  Preferred Shares").
The  Series W Preferred Shares shall  have no par value but shall
have a stated value of $100.00 per share.

          (b)  Dividends  -  The  rate of  dividend  payable upon
Series  W  Preferred Shares  shall  be seven  and  50/100 dollars
($7.50) per share per annum.

          (c)  Redemption - 

               (1)  Unless the  Series  W Preferred  Shares  have
     been  converted,  or  written  notice to  convert  has  been
     received prior  to the  expiration of the  conversion period
     set forth in paragraph (e)  hereof, then commencing with the
     tenth anniversary of the issuance of  the Series W Preferred
     Shares and ending ten years thereafter, the shareholder may,
     at its  option,  redeem up  to  one thousand  seven  hundred
     (1,700) shares per  annum of the  then outstanding Series  W
     Preferred Shares for $100.00 per share, plus an amount equal
     to  all   dividends  accrued  and  unpaid   thereon  on  the
     redemption date.

               (2)  Notice  of an  election under  the redemption
     provision in  subparagraph (1)  above shall be  delivered to
     the  Corporation not less than thirty (30) days prior to the
     date  upon which such  stock is to  be redeemed.   If on the
     redemption   date  specified  in   such  notice,  the  funds
     necessary for such  redemption shall have been  set aside by
     the  Corporation so as to be available for payment on demand
     to  the holder of the  Series W Preferred  Shares so offered
     for redemption,  then, notwithstanding that  any certificate
     representing  Series  W  Preferred  Shares  so  offered  for
     redemption shall have not been so surrendered for
                               -1-

<PAGE>
     cancellation, the  dividends thereon shall  cease to  accrue
     from and after the date of such redemption so specified, and
     all  rights with  respect to  Series W  Preferred  Shares so
     offered  for  redemption, including  any  right  to vote  or
     otherwise participate in the  determination of any  proposed
     corporate action, shall forthwith after such redemption date
     cease  and terminate, except only the right of the holder to
     receive the redemption price therefor, but without interest.
     The  Series  W Preferred  Shares  redeemed  pursuant to  the
     provisions hereof or any  such shares purchased or otherwise
     acquired  shall not be  reissued but shall  be cancelled and
     proceedings  shall  be taken  in  the  manner prescribed  by
     statute to reduce  the number of Preferred  Shares which the
     Corporation is authorized to issue  by the number of  shares
     cancelled.

          (d)  Voting Rights - 

               (1)  With respect to all  matters, each holder  of
     Series  W Preferred Shares shall be entitled to one vote for
     each share of such stock standing  in the name of the holder
     on the books of the Corporation.

               (2)  With  respect to  the election  of directors,
     the holders  of Series W  Preferred Shares shall  have class
     voting rights (voting together with the holders of (i) other
     Preferred Shares that are entitled to  vote thereon and that
     were issued after October 31, 1981, and (ii) Series A Common
     Shares) to the extent provided in Article IV of the Articles
     of Incorporation of the Corporation.

          (e)  Conversion -

               (1)  The  Series  W   Preferred  Shares  shall  be
     convertible   into  the   Corporation's  Common   Shares  as
     hereinafter  provided, and  when and  as so  converted, such
     Series W Preferred Shares shall be cancelled and retired and
     shall not be reissued as such.  Commencing upon issuance and
     terminating  seven  (7)  years  thereafter,   the  Series  W
     Preferred Shares  may be  converted, upon written  notice to
     the Corporation,  into Common  Shares of the  Corporation at
     the  rate  of  four (4)  Common  Shares  for  each Series  W
     Preferred  Share.   On  presentation  and  surrender to  the
     Corporation at  its offices of the  certificate representing
     the Series W  Preferred Shares to  be converted, the  holder
     thereof shall  be entitled  to receive in  exchange therefor
     certificates for  the fully  paid and non-assessable  Common
     Shares  of the Corporation at  the rate aforesaid, all under
     suitable  regulations  to  be  prescribed by  the  board  of
     directors  of  the  Corporation.   Conversion  of  Series  W
     Preferred Shares  in the  manner aforesaid shall  not affect
     the  right  of  the  converting holder  thereof  to  receive
     dividends  accrued but  unpaid  thereon as  of the  dividend
     payment date immediately prior to conversion.
                               -2-

<PAGE>
               (2)  The number  of Common Shares  into which each
     Series  W Preferred Share is convertible shall be subject to
     adjustment from time to time as set forth in clauses (A) and
     (B) of this subparagraph (2):

               (A)  In  case  the  Corporation  shall  (i) pay  a
          dividend  on  its  Common   Shares  in  shares  of  the
          Corporation  (ii)  subdivide  its   outstanding  Common
          Shares,  (iii)  combine the  outstanding  Common Shares
          into a  smaller  number  of  shares or  (iv)  issue  by
          reclassification of its Common Shares (whether pursuant
          to a  merger or consolidation or  otherwise) any shares
          of the  Corporation, then the  holder of each  Series W
          Preferred Share  shall be entitled to  receive upon the
          conversion of  such share, the number of  shares of the
          Corporation  which he  would have  owned or  would have
          been entitled to receive after  the happening of any of
          the  events  described   above  had  such  share   been
          converted immediately  prior to  the happening of  such
          event.   An adjustment made pursuant  to this provision
          shall  become effective  retroactively with  respect to
          conversions made subsequently to the record date in the
          case of a dividend, and  shall become effective on  the
          effective  date   in  the   case   of  a   subdivision,
          combination or reclassification.

               (B)  No adjustment in the conversion rate shall be
          required  unless  such   adjustment  would  require  an
          increase or decrease in such rate of at least one-tenth
          (1/10) of  a Common Share; provided,  however, that any
          adjustments which by reason of  this clause (B) are not
          required to be made shall be carried  forward and taken
          into account in any subsequent adjustment.

               (3)  The  Corporation shall  at all  times reserve
     and  keep available  out  of its  authorized Common  Shares,
     solely for the purpose of issuance upon conversion of Series
     W Preferred Shares as herein provided, such number of Common
     Shares  as shall then be issuable upon the conversion of all
     outstanding Series W Preferred Shares.

               (4)  Fractional  Common Shares shall not be issued
     upon conversion of Series W Preferred Shares, nor shall cash
     adjustments  be   made  for  fractional  shares   upon  such
     conversion.

               (5)  For purposes  of this paragraph (e), the term
     "Common Shares" shall mean (A) the class of stock designated
     as the Common Shares of the Corporation at the date of these
     Amended Articles of Incorporation, or (B) any other class of
     stock resulting from successive changes or reclassifications
     of such class consisting solely of a change in par value, or
     a change from no par value to par value.

                               -3-

<PAGE>
          (f)  Liquidation - The amount payable upon each  Series
W Preferred Share in the event of either voluntary or involuntary
liquidation shall be $100.00, plus  a sum equal to the  amount of
all accumulated and unpaid dividends thereon.


                               -4-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
           $6.00 Cumulative, Convertible and Redeemable
                Voting Series X Preferred Shares,
        without par value, Stated Value $100.00 Per Share

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing  and designating  the $6.00  Cumulative, Convertible
and Redeemable  Voting Series X  Preferred Shares and  fixing and
determining  the  relative  rights  and  preferences  thereof  is
attached  hereto  as  Exhibit  A  and is  made  a  part  of  this
statement.

          3.   The  aforesaid  resolution   was  adopted  as   of
September 18, 1987.

          4.   The  aforesaid resolution was  duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and affixed the seal of  this corporation this 19th day  of
September, 1987.

                              TELEPHONE AND DATA SYSTEMS, INC.



                              By  /s/ LeRoy T. Carlson           
                                   ----------------------------
                                 LeRoy T. Carlson, Chairman



                              By  /s/ Michael G. Hron            
                                   ----------------------------
                                 Michael G. Hron, Secretary

<PAGE>
                            EXHIBIT A

         STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
                                OF
           $6.00 CUMULATIVE, CONVERTIBLE AND REDEEMABLE
                VOTING SERIES X PREFERRED SHARES,
        WITHOUT PAR VALUE, STATED VALUE $100.00 PER SHARE
        -------------------------------------------------

          RESOLVED,  that  pursuant  to the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby creates and authorizes  the issuance of a series
of the Preferred Shares of the Corporation  to consist originally
of One Thousand  Seven Hundred (1,700)  shares, and hereby  fixes
the  designation,  relative  rights and  preferences  thereof  as
follows:

          (a)  Designation  - The  designation of  the  series of
Preferred  Shares  created  by  this resolution  shall  be  $6.00
Cumulative, Convertible and Redeemable  Voting Series X Preferred
Shares"  (hereinafter  referred to  as  the  "Series X  Preferred
Shares").  The Series X Preferred Shares shall have  no par value
but shall have a stated value of $100.00 per share.

          (b)  Dividends  -  The  rate of  dividend  payable upon
Series X Preferred Shares shall be six and no/100 dollars ($6.00)
per share per annum.

          (c)  Redemption - 

               (1)  Unless the  Series  X Preferred  Shares  have
     been  converted,  or  written  notice to  convert  has  been
     received prior  to the  expiration of the  conversion period
     set forth in paragraph (e)  hereof, then commencing with the
     fifteenth  anniversary  of  the  issuance of  the  Series  X
     Preferred  Shares  and  ending five  years  thereafter,  any
     shareholder  of TDS may, at its sole option, redeem the then
     outstanding Series X Preferred Shares for $100.00 per share,
     plus an  amount equal  to all  dividends accrued  and unpaid
     thereon on the redemption date.

               (2)  Notice  of an  election under  the redemption
     provision in  subparagraph (1)  above shall be  delivered to
     the  Corporation not less than thirty (30) days prior to the
     date upon  which such  stock is  to be redeemed.   If  on or
     before  the redemption  date specified  in such  notice, the
     funds  necessary for  such  redemption shall  have been  set
     aside by the Corporation  so as to be available  for payment
     on  demand to  the holder  of Series  X Preferred  Shares so
     offered  for  redemption,  then,  notwithstanding  that  any
     certificate  representing  Series   X  Preferred  Shares  so
     offered for  redemption shall  have not been  so surrendered
     for cancellation, the dividends thereon shall cease to
                               -1-

<PAGE>
     accrue  from  and  after  the  date  of  such redemption  so
     specified,  and all  rights with  respect  to such  Series X
     Preferred  Shares so  offered for redemption,  including any
     right to vote or  otherwise participate in the determination
     of any proposed corporate action, shall forthwith after such
     redemption date  shall cease and terminate,  except only the
     right  of  the  holder   to  receive  the  redemption  price
     therefor, but without interest.

          (d)  Voting Rights - 

               (1)  With respect to all  matters, each holder  of
     Series  X Preferred Shares shall be entitled to one vote for
     each share  of such stock standing in the name of the holder
     on the books of the Corporation.

               (2)  With  respect to  the election  of directors,
     the holders of  Series X Preferred  Shares shall have  class
     voting rights (voting together with the holders of (i) other
     Preferred  Shares that are entitled to vote thereon and that
     were issued after October 31, 1981, and (ii) Series A Common
     Shares) to the extent provided in Article IV of the Articles
     of Incorporation of the Corporation.

          (e)  Conversion -

               (1)  Commencing upon issuance and  terminating ten
     (10) years thereafter, the Series X Preferred Shares  may be
     converted,  upon written  notice  to the  Corporation,  into
     Common  Shares of the Corporation  at the rate  of three and
     one-half  (3.5) Common  Shares for  each Series  X Preferred
     Share.  On presentation and surrender to  the Corporation at
     its  offices of  the certificate  representing the  Series X
     Preferred Shares  to be converted, the  holder thereof shall
     be entitled to receive in exchange therefor certificates for
     the  fully  paid and  non-assessable  Common  Shares of  the
     Corporation  at  the  rate  aforesaid,  all  under  suitable
     regulations  to be prescribed  by the board  of directors of
     the Corporation.  Conversion of Series X Preferred Shares in
     the  manner aforesaid  shall  not affect  the  right of  the
     converting  holder thereof to  receive dividends accrued but
     unpaid thereon  as of the dividend  payment date immediately
     prior to conversion.

               (2)  The number of  Common Shares into  which each
     Series X Preferred Share is convertible shall be  subject to
     adjustment from time to time as set forth in clauses (A) and
     (B) of this subparagraph (2):

               (A)  In  case  the  Corporation  shall  (i)  pay a
          dividend  on  its  Common   Shares  in  shares  of  the
          Corporation  (ii)  subdivide  its   outstanding  Common
          Shares, (iii)  combine  the outstanding  Common  Shares
          into a smaller number of shares or (iv) issue by
                               -2-

<PAGE>
          reclassification of its Common Shares (whether pursuant
          to a  merger or consolidation or  otherwise) any shares
          of the Corporation,  then the holder  of each Series  X
          Preferred Share  shall be entitled to  receive upon the
          conversion of such share, the  number of shares of  the
          Corporation  which he  would have  owned or  would have
          been entitled  to receive after the happening of any of
          the  events   described  above  had   such  share  been
          converted immediately  prior to  the happening  of such
          event.   An adjustment made pursuant  to this provision
          shall  become effective  retroactively with  respect to
          conversions made subsequently to the record date in the
          case of a  dividend, and shall become  effective on the
          effective   date  in   the  case   of  a   subdivision,
          combination or reclassification.

               (B)  No adjustment in the conversion rate shall be
          required   unless  such  adjustment  would  require  an
          increase or decrease in such rate of at least one-tenth
          (1/10) of  a Common Share; provided,  however, that any
          adjustments which by  reason of this clause (B) are not
          required to be made shall  be carried forward and taken
          into account in any subsequent adjustment.

               (3)  The  Corporation shall  at all  times reserve
     and  keep available  out  of its  authorized Common  Shares,
     solely for the purpose of issuance upon conversion of Series
     X Preferred Shares as herein provided, such number of Common
     Shares  as shall then be issuable upon the conversion of all
     outstanding Series X Preferred Shares.

               (4)  Fractional Common Shares shall not  be issued
     upon conversion of Series X Preferred Shares, nor shall cash
     adjustments   be  made  for   fractional  shares  upon  such
     conversion.

               (5)  For purposes of this  paragraph (e), the term
     "Common Shares" shall mean (A) the class of stock designated
     as the Common Shares of the Corporation at the date of these
     Amended Articles of Incorporation, or (B) any other class of
     stock resulting from successive changes or reclassifications
     of such class consisting solely of a change in par value, or
     a change from no par value to par value.

          (f)  Liquidation  - The amount payable upon each Series
X Preferred Share in the event of either voluntary or involuntary
liquidation shall be $100.00, plus  a sum equal to the  amount of
all accumulated and unpaid dividends thereon.


                               -3-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
                  $8.00 Cumulative, Convertible
                 Voting Series Y Preferred Shares

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing  and designating  the $8.00  Cumulative, Convertible
Voting Series Y Preferred  Shares and fixing and  determining the
relative  rights and  preferences thereof  is attached  hereto as
Exhibit A and is made a part of this statement.

          3.   The  aforesaid   resolution  was  adopted   as  of
September 18, 1987.

          4.   The aforesaid resolution  was duly adopted by  the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and  affixed the seal of this  corporation this 19th day of
September, 1987.

                              TELEPHONE AND DATA SYSTEMS, INC.



                              By  /s/ LeRoy T. Carlson           
                                   ----------------------------
                                 LeRoy T. Carlson, Chairman



                              By  /s/ Michael G. Hron            
                                   ----------------------------
                                 Michael G. Hron, Secretary

<PAGE>
                            EXHIBIT A

         STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
                                OF
                  $8.00 CUMULATIVE, CONVERTIBLE
                  VOTING SERIES Y PREFERRED SHARES        
                ---------------------------------

          RESOLVED,  that pursuant  to  the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby creates  and authorizes the issuance of a series
of the Preferred Shares of  the Corporation to consist originally
of  not more than 7,500 shares, and hereby fixes the designation,
and the relative rights and preferences thereof:

          (a)  Designation -  The designation  of  the series  of
Preferred  Shares  created by  this  resolution  shall be  "$8.00
Cumulative, Convertible, and Redeemable Voting Series Y Preferred
Shares"  (hereinafter  referred to  as  the  "Series Y  Preferred
Shares").

          (b)  Dividends  - The  rate  of  dividend payable  upon
Series  Y  Preferred Shares  shall  be eight  and  00/100 dollars
($8.00) per share per annum and paid quarterly.

          (c)  Voting Rights - 

               (1)  With respect  to all matters,  each holder of
     Series  Y Preferred Shares shall be entitled to one vote for
     each share of  such stock standing in the name of the holder
     on the books of the Corporation.

               (2)  With  respect to  the election  of directors,
     the holders  of Series Y  Preferred Shares shall  have class
     voting rights (voting together with the holders of (i) other
     Preferred Shares that are entitled to vote thereon  and that
     were issued after October 31, 1981, and (ii) Series A Common
     Shares) to the extent provided in Article IV of the Articles
     of Incorporation of the Corporation.

          (e)  Conversion -

               (1)  Commencing  upon  issuance and  in perpetuity
     thereafter, the Series Y  Preferred Shares may be converted,
     upon fifteen  (15) days' written notice  to the Corporation,
     into Common Shares  of the  Corporation at the  rate of  3.5
     Common  Shares  for each  Series  Y  Preferred  Share.    On
     presentation and surrender to  the Corporation at it offices
     of  the  certificate  representing  the  Series  Y Preferred
     Shares to be converted, the holder thereof shall be entitled
     to receive  in exchange therefor certificates  for the fully
     paid and non-assessable Common  Shares of the Corporation at
     the rate aforesaid, all under suitable regulations to be
                               -1-

<PAGE>
     prescribed  by the  board of  directors of  the Corporation.
     Conversion  of  Series  Y  Preferred Shares  in  the  manner
     aforesaid  shall  not affect  the  right  of the  converting
     holder  thereof  to  receive  dividends accrued  but  unpaid
     thereon as of the dividend payment date immediately prior to
     conversion.

               (2)  The number  of Common Shares  into which each
     Series Y Preferred Share is convertible  shall be subject to
     adjustment from time to time as set forth in clauses (A) and
     (B) of this subparagraph (2):

               (A)  In  case  the  Corporation  shall  (i) pay  a
          dividend  on  its  Common   Shares  in  shares  of  the
          Corporation  (ii)  subdivide  its   outstanding  Common
          Shares into  a greater number of  shares, (iii) combine
          its outstanding Common Shares  into a smaller number of
          shares, or (iv) issue by reclassification of its Common
          Shares (whether pursuant to  a merger or  consolidation
          or otherwise)  any shares of the  Corporation, then the
          holder  of  each  Series  Y Preferred  Share  shall  be
          entitled to receive upon  the conversion of such share,
          the  number  of shares  of  the  Corporation which  the
          Shareholder   would  have  owned  or  would  have  been
          entitled to receive after  the happening of any of  the
          events described  above had  such share been  converted
          immediately prior to the  happening of such event.   An
          adjustment made pursuant to this provision shall become
          effective  retroactively  with  respect to  conversions
          made subsequently to the  record date in the case  of a
          dividend, and shall  become effective on  the effective
          date  in  the case  of  a  subdivision, combination  or
          reclassification.

               (B)  No adjustment in the conversion rate shall be
          required   unless  such  adjustment  would  require  an
          increase or decrease in such rate of at least one-tenth
          (1/10) of  a Common Share; provided,  however, that any
          adjustments which by  reason of this clause (B) are not
          required to be made shall  be carried forward and taken
          into account in any subsequent adjustment.

               (3)  The  Corporation shall  at all  times reserve
     and  keep available  out  of its  authorized Common  Shares,
     solely for the purpose of issuance upon conversion of Series
     Y Preferred Shares as herein provided, such number of Common
     Shares  as shall then be issuable upon the conversion of all
     outstanding Series Y Preferred Shares.

               (4)  Fractional Common Shares shall not  be issued
     upon conversion of Series Y Preferred Shares, nor shall cash
     adjustments  be  made   for  fractional  shares   upon  such
     conversion.
                               -2-

<PAGE>
               (5)  For purposes of this paragraph (f), the  term
     "Common Shares" shall mean (A) the class of stock designated
     as the  Common Shares of the Corporation at the date of this
     resolution, or (B)  any other class of  stock resulting from
     successive  changes  or  reclassifications  of   such  class
     consisting solely of a change in par value, or a change from
     par value to no par  value, or a change from no par value to
     par value.

          (e)  Liquidation  - The amount payable upon each Series
Y Preferred Share in the event of either voluntary or involuntary
liquidation  shall be $100.00, plus a  sum equal to the amount of
all accumulated and unpaid dividends thereon.

                               -3-

<PAGE>
                 TELEPHONE AND DATA SYSTEMS, INC.

                ----------------------------------

         Statement of Designation, Preferences and Rights
                                of
                  $8.00 Cumulative, Convertible
                 Voting Series Z Preferred Shares

                ----------------------------------


          1.   The name of the  corporation is TELEPHONE AND DATA
SYSTEMS, INC.

          2.   A copy of the resolution of the Board of Directors
establishing  and designating  the $8.00  Cumulative, Convertible
Voting Series Z Preferred  Shares and fixing and  determining the
relative  rights and  preferences thereof  is attached  hereto as
Exhibit A and is made a part of this statement.

          3.   The  aforesaid   resolution  was  adopted   as  of
September 18, 1987.

          4.   The aforesaid resolution  was duly adopted by  the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.

          IN  WITNESS WHEREOF,  we have  hereunto subscribed  our
names and  affixed the seal of this  corporation this 19th day of
September, 1987.

                              TELEPHONE AND DATA SYSTEMS, INC.



                              By  /s/ LeRoy T. Carlson           
                                   ----------------------------
                                 LeRoy T. Carlson, Chairman



                              By  /s/ Michael G. Hron            
                                   ----------------------------
                                 Michael G. Hron, Secretary

<PAGE>
                            EXHIBIT A

         STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
                                OF
                  $8.00 CUMULATIVE, CONVERTIBLE
                 VOTING SERIES Z PREFERRED SHARES        
               -----------------------------------

          RESOLVED,  that pursuant  to  the  authority  expressly
granted   to  and  vested  in  the  board  of  directors  of  the
Corporation  by  the  Articles  of Incorporation,  the  board  of
directors hereby creates  and authorizes the issuance of a series
of the Preferred Shares of  the Corporation to consist originally
of not more than 17,500 shares, and hereby fixes the designation,
and the relative rights and preferences thereof:

          (a)  Designation -  The designation  of  the series  of
Preferred  Shares  created by  this  resolution  shall be  "$8.00
Cumulative, Convertible  and Redeemable Voting Series Z Preferred
Shares" (hereinafter referred to as "Series Z Preferred Shares").

          (b)  Dividends  - The  rate  of dividend  payable  upon
Series Z  Preferred  Shares shall  be  eight and  00/100  dollars
($8.00) per share per annum and paid quarterly.

          (c)  Voting Rights - 

               (1)  With respect  to all matters, each  holder of
     Series  Z Preferred Shares shall be entitled to one vote for
     each  share of such stock standing in the name of the holder
     on the books of the Corporation.

               (2)  With  respect to  the election  of directors,
     the holders  of Series Z  Preferred Shares shall  have class
     voting rights (voting together with the holders of (i) other
     Preferred Shares that are entitled to  vote thereon and that
     were issued after October 31, 1981, and (ii) Series A Common
     Shares) to the extent provided in Article IV of the Articles
     of Incorporation of the Corporation.

          (d)  Conversion -

               (1)  Commencing  upon  issuance and  in perpetuity
     thereafter, the Series Z  Preferred Shares may be converted,
     upon fifteen  (15) days' written notice  to the Corporation,
     into Common Shares  of the  Corporation at the  rate of  3.5
     Common Shares  for  each  Series  Z  Preferred  Share.    On
     presentation and surrender to  the Corporation at it offices
     of  the  certificate  representing the  Series  Z  Preferred
     Shares to be converted, the holder thereof shall be entitled
     to receive  in exchange therefor certificates  for the fully
     paid and non-assessable Common  Shares of the Corporation at
     the  rate aforesaid,  all under  suitable regulations  to be
     prescribed by the board of directors of the Corporation. 
                               -1-

<PAGE>
     Conversion  of  Series  Z  Preferred Shares  in  the  manner
     aforesaid  shall  not affect  the  right  of the  converting
     holder thereof  to  receive  dividends  accrued  but  unpaid
     thereon as of the dividend payment date immediately prior to
     conversion.

               (2)  The number  of Common Shares into  which each
     Series Z Preferred Share is  convertible shall be subject to
     adjustment from time to time as set forth in clauses (A) and
     (B) of this subparagraph (2):

               (A)  In  case the  Corporation  shall  (i)  pay  a
          dividend  on  its  Common   Shares  in  shares  of  the
          Corporation  (ii)  subdivide  its   outstanding  Common
          Shares into  a greater number of  shares, (iii) combine
          its outstanding Common Shares  into a smaller number of
          shares, or (iv) issue by reclassification of its Common
          Shares (whether pursuant  to a merger or  consolidation
          or otherwise)  any shares of the  Corporation, then the
          holder  of  each  Series  Z Preferred  Share  shall  be
          entitled to receive upon  the conversion of such share,
          the  number  of shares  of  the  Corporation which  the
          Shareholder  would  have  owned   or  would  have  been
          entitled to  receive after the happening of  any of the
          events described above  had such  share been  converted
          immediately prior to  the happening of such  event.  An
          adjustment made pursuant to this provision shall become
          effective  retroactively  with  respect to  conversions
          made subsequently to the  record date in the case  of a
          dividend, and  shall become effective on  the effective
          date  in  the case  of  a  subdivision, combination  or
          reclassification.

               (B)  No adjustment in the conversion rate shall be
          required  unless  such  adjustment  would   require  an
          increase or decrease in such rate of at least one-tenth
          (1/10) of  a Common Share; provided,  however, that any
          adjustments  which by reason of this clause (B) are not
          required to be  made shall be carried forward and taken
          into account in any subsequent adjustment.

               (3)  The  Corporation shall  at all  times reserve
     and  keep available  out  of its  authorized Common  Shares,
     solely for the purpose of issuance upon conversion of Series
     Z Preferred Shares as herein provided, such number of Common
     Shares  as shall then be issuable upon the conversion of all
     outstanding Series Z Preferred Shares.

               (4)  Fractional Common Shares  shall not be issued
     upon conversion of Series Z Preferred Shares, nor shall cash
     adjustments  be   made  for  fractional  shares   upon  such
     conversion.

                               -2-

<PAGE>
               (5)  For purposes of this paragraph (f), the  term
     "Common Shares" shall mean (A) the class of stock designated
     as the  Common Shares of the Corporation at the date of this
     resolution, or (B)  any other class of  stock resulting from
     successive  changes  or  reclassifications  of   such  class
     consisting solely of a change in par value, or a change from
     par value to no par  value, or a change from no par value to
     par value.

          (e)  Liquidation  - The amount payable upon each Series
Z Preferred Share in the event of either voluntary or involuntary
liquidation  shall be $100.00, plus a  sum equal to the amount of
all accumulated and unpaid dividends thereon.



                               -3-

<PAGE>