Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
CARLSON LEROY T
 2. Issuer Name and Ticker or Trading Symbol
TELEPHONE & DATA SYSTEMS INC /DE/ [TDS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman Emeritus
(Last)
(First)
(Middle)

TELEPHONE AND DATA SYSTEMS, INC., 30 N. LASALLE ST., STE. 4000		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012
(Street)


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

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Shares             83,760.8062 D  
Common Shares             9,046.59 (3) I By 401k plan
Common Shares             221,021.515 (5) I By Voting Trust
Common Shares             9,881.1178 I By wife

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to buy) $ 25.36           12/15/2003 07/03/2013 Common Shares
49,263.635
  49,263.635
D
 
Option (Right to buy) $ 31.62           12/15/2004 05/08/2014 Common Shares
46,905.325
  46,905.325
D
 
Option (Right to buy) $ 37.07           12/15/2005 04/20/2015 Common Shares
55,370.197
  55,370.197
D
 
Option (Right to buy) $ 38           12/15/2006 06/19/2016 Common Shares
61,127
  61,127
D
 
Option (Right to buy) $ 59.45           12/15/2007 07/02/2017 Common Shares
36,116
  36,116
D
 
Option (Right to buy) $ 35.35             (6) 08/26/2018 Common Shares
41,500
  41,500
D
 
Option (Right to buy) $ 26.95             (7) 05/20/2019 Common Shares
42,200
  42,200
D
 
Option (Right to buy) $ 26.66             (7) 05/25/2020 Common Shares
39,900
  39,900
D
 
Option (Right to buy) $ 29.94             (7) 05/13/2021 Common Shares
31,400
  31,400
D
 
Option (Right to buy) $ 20.79             (9) 05/15/2022 Common Shares
51,400
  51,400
D
 
Restricted Stock Units             12/02/2013   (8) Common Shares
7,200
  7,200
D
 
Restricted Stock Units             12/01/2014   (10) Common Shares
17,200
  17,200
D
 
Series A Common Shares               (1)   (1) Common Shares
62,739.8705
  62,739.8705
I
By wife
Series A Common shares               (1)   (1) Common Shares
245,671.716
  245,671.716 (2)
I
By Voting Trust
Deferred Compensation   12/31/2012   J 2,589.529     (4)   (4) Common Shares
123,296
(4) 123,296
D
 

Reporting Owners

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

Signatures

Julie D. Mathews, by power of atty 01/17/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Series A Common shares are convertible, on a share-for-share basis, into common shares.
(2) Beneficial ownership of shares held in Voting Trust. Reporting person disclaims ownership of 209,160.73 shares acquired by wife.
(3) Voluntary reporting of shares in the TDS 401K. The information is based on a plan statement dated 12/31/12. The number of shares fluctuates and is attributable to the price of the shares on 12/31/12.
(4) Reporting person has deferrred bonuses pursuant to the Long term incentive plan. The employer match vests ratably at 33%, 33% and 34% per year over a 3 year period. Common share units vested at 12/31/12 were 121,383.12.
(5) Beneficial ownership of shares held in Voting Trust. Reporting person disclaims ownership of 191,540.77 shares acquired by wife.
(6) Granted under the 2004 Long Term Incentive Plan. Options vest over a 3 year period with one-third of the number of shares becoming exercisable on the Aug. 26, 2009, one-third on Aug. 26, 2010 and one-third on Aug. 26, 2011.
(7) Granted under the 2004 Long-Term Incentive Plan. Options vest over a 3 year period with one-third of the number of shares becoming exercisable on the first anniversary, one-third on the second anniversary and one-third on the third anniversary.
(8) Restricted stock unit award pursuant to the Long Term Incentive Plan. Stock units will become vested on December 2, 2013.
(9) Granted under the 2011 Long-Term Incentive Plan. Options vest over a 3 year period with one-third of the number of share becoming exercisable on the first anniversary, one-third on the second anniversary and one-third on the third anniversary.
(10) Restricted stock unit award pursuant to the 2011 Long Term Incentive Plan. Stock units will become vested on December 1, 2014.

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