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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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

30 N. LASALLE ST., STE. 4000		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012
(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             30,440.4 (9) D  
Common Shares             518.3 I By wife
Common Shares             19,337.72 (4) I By 401K
Common Shares 12/18/2012   G 105,942 (15) D $ 0 1,818,133 (5) I By Voting Trust
Common Shares 12/18/2012   G 105,942 (15) A $ 0 1,818,133 (5) I By Voting Trust
Common Shares 12/18/2012   G 60,321 (14) D $ 0 1,818,133 (5) I By Voting Trust
Common Shares 12/18/2012   G 60,321 (14) A $ 0 1,818,133 (5) I By Voting Trust
Common Shares 08/24/2012   G 77,178 (13) D $ 0 1,818,133 (5) I By Voting Trust
Common Shares 08/24/2012   G 77,178 (13) A $ 0 1,818,133 (5) I By Voting Trust
Common Shares 08/24/2012   G 2,594 (12) D $ 0 1,818,133 (5) I By Voting Trust
Common Shares 08/24/2012   G 2,594 (12) A $ 0 1,818,133 (5) I By Voting Trust
Common Shares             78,943 (16) I By trust

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
136,838.329
  136,838.329
D
 
Option (Right to buy) $ 31.62           12/15/2004 05/08/2014 Common Shares
140,955.98
  140,955.98
D
 
Option (Right to buy) $ 37.07           12/15/2005 04/20/2015 Common Shares
231,750.915
  231,750.915
D
 
Option (Right to buy) $ 49.8           12/15/2006 12/13/2016 Common Shares
213,333
  213,333
D
 
Option (Right to buy) $ 59.45           12/15/2007 07/02/2017 Common Shares
179,653
  179,653
D
 
Option (Right to buy) $ 35.35             (6) 08/26/2018 Common Shares
226,425
  226,425
D
 
Option (Right to buy) $ 26.95             (7) 05/20/2019 Common Shares
244,000
  244,000
D
 
Option (Right to buy) $ 26.66             (7) 05/25/2020 Common Shares
250,000
  250,000
D
 
Option (Right to buy) $ 29.94             (7) 05/13/2021 Common Shares
230,000
  230,000
D
 
Option (Right to buy) $ 20.79             (10) 05/15/2022 Common Shares
309,200
  309,200
D
 
Restricted Stock Units               (8) 12/02/2013 Common Shares
36,700
  36,700
D
 
Restricted Stock Units               (11) 12/01/2014 Common Shares
57,500
  57,500
D
 
Series A Common Shares               (1)   (1) Common Shares
1,980,782
  1,980,782 (2)
I
By Voting Trust
Deferred Compensation   12/31/2012   J 1,164.909     (3)   (3) Common Shares
55,838.4
(3) 55,838.4
D
 
Series A Common Shares               (1)   (1) Common Shares
8,826.6
  8,826.6
D
 
Series A Common Shares               (1)   (1) Common Shares
296.9
  296.9
I
By Wife
Series A Common Shares               (1)   (1) Common Shares
11,424
  11,424 (16)
I
By Trust

Reporting Owners

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

Signatures

Julie D. Mathews, by power of atty 01/21/2013
**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) Reporting person is one of four trustees which is record owner of these shares which files its holdings on forms 4. Of these Series A Common shares, 106,441.942 are held as custodian for children and 9984.968 are held by spouse, and 747,559.97 shares are held by a family partnership of which reporting person is a general partner . Of the remaining shares, 3173.713 are owned in individual reporting person's name. In addition, 1,113,621 Series A common Shares owned by family limited partnership. Reporting person disclaims beneficial ownership of shares held for the benefit of persons other than the reporting person.
(3) Reporting person deferred bonuses pursuant to the TDS Long Term Incentive Plans. Employer matches vest ratably at a rate of 33%, 33%, 34% over three years. A total of 54,844.8 common shares units were vested at 12/31/12.
(4) 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.
(5) Reporting person is one of four trustees which is record owner of these shares which files its holdings on forms 4. Of these Common shares, 98,132 shares are held as custodian for children and 16,114 are held by spouse, 124,126 are held by a family limited partnership, 89,679 shares through a marital trust, 105,942 are held in a LLC of which the reporting person is the sole voting member, and 686,321.57 shares are held by a family partnership of which reporting person is a general partner. Also voluntarily includes 60,321 shares in a trust, the trustee of which is a third party and the beneficiaries of which include the descendents of the reporting person and his spouse. Of the remaining shares, 7,107 shares are owned by individual reporting person. Reporting person's GRAT owns 306,734 and wife's GRAT owns 323,656. Reporting person disclaims beneficial ownership of shares held for the benefit of persons other than the reporting person.
(6) Granted under the 2004 Long Term Incentive Plan. Options vest over a 3 year period with one-third vesting on Aug. 26, 2009, one-third vesting on Aug. 26, 2010 and one-third vesting Aug. 26, 2011.
(7) Granted under the 2004 Long-Term Incentive Plan. Options vest over a 3 year period with one-third becoming exercisable on the first anniversary, one-third on the second anniversary and one-third becoming exercisable on the third anniversary.
(8) Restricted stock unit award pursuant to the 2004 Long Term Incentive Plan. Stock units will become vested on Dec. 2, 2013.
(9) Includes 3768 shares owned by children. Reporting person disclaims beneficial ownerhsip of shares owned by children.
(10) Granted under the 2011 Long Term Incentive Plan. Options vest over a 3 year period with one-third becoming exercisable on the first anniversary, one-third on the second anniversary and one-third becoming exercisable on the third anniversary.
(11) Restricted stock unit award pursuant to the 2011 Long Term Incentive Plan. Stock units will become vested on Dec. 1, 2014.
(12) On Aug. 24, 2012,the reporting person's spouse 's GRAT transferred voting trust certificates representing 2,594 shares to the spouse individually. The reporting person previously reported all securities held by spouse and spouse's GRAT. Accordingly, the transfer did not result in any change in the number of securities reported as beneficially owned by reporting person.
(13) On Aug. 24, 2012, the reporting person's GRAT transferred voting trust certificates representing 77,178 shares to the reporting person individually. The reporting person previously reported all securities held in his name and through a GRAT. Accordingly, the transfer did not result in any change in the number of securities reported as beneficially owned by reporting person.
(14) On Dec. 18, 2012, the reporting person's marital trust transferred 60,321 shares to a trust of which the trustee is a third party and the beneficiaries of which include descendents of the reporting person and his spouse. These shares continue to be voluntarily family reported by reporting person and thus this transfer did not result in any change in the number of securities reported as beneficially owned by reporting person.
(15) On Dec. 18, 2012, the reporting person transferred 105,942 shares to a LLC of which reporting person is sole voting member. This transfer did not result in any change in the number of securities reported as beneficially owned by reporting person.
(16) Voluntary report of shares held in trust, the trustee of which is a third party and beneficiaries of which include the descendants of the reporting person and his spouse.

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