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TDS REGISTERS SHARES FOR ACQUISITIONS

 CHICAGO, Sept. 17 /PRNewswire/ -- Telephone and Data Systems, Inc. (AMEX: TDS) ("TDS") announced today that it has filed a "shelf" registration statement covering the possible future issuance of up to 3,000,000 additional common shares in connection with its continuing acquisition program.
 In recent years, TDS, through its 83.5 percent-owned subsidiary, United States Cellular Corp. (AMEX: USM), has substantially strengthened its cellular telephone operations by acquiring properties that complement and expand its service territories. Thus far in 1993, USM has agreed to acquire interests in cellular properties comprising approximately 1.7 million population equivalents ("pops"). Since Dec. 31, 1989, strategic acquisitions have more than doubled the number of pops USM owns or has the right to acquire as shown in the following table.
 Pops, millions 9/15/93 12/31/92 12/31/91 12/31/90 12/31/89
 USM 22.9 21.2 18.2 14.4 9.1
 TDS (1) 17.9 15.7 13.3 10.9 9.9
 Markets Sharing
 Adjacency (2) 93 pct. 91 pct. 86 pct. 73 pct. 44 pct.
 As a result of its vigorous acquisition program, USM owned or had the right to acquire cellular interests representing approximately 22.9 million pops in 203 cellular markets in 37 states at Sept. 15, 1993.
 Acquisitions have also added 41,300 telephone access lines and 21,700 pagers since Dec. 31, 1989. TDS and USM are currently negotiating agreements for the acquisition of additional telecommunications properties. TDS and USM are also contemplating trades or dispositions of interests in some markets that do not fit well with their long-term plans.
 LeRoy T. Carlson Jr., TDS president and chief executive officer, commented, "We are taking advantage of many fine telecommunications acquisition opportunities to strengthen our presence in desirable markets. We plan to continue to grow and reinforce our competitive position in wireless communications by acquiring telecommunications licenses and properties that support and enhance the areas served by USM's cellular clusters."
 In recent years, TDS has financed its acquisitions primarily by issuing equity securities. As a result, the company has been able to substantially expand and enhance its cellular and telephone operations and at the same time build a strong financial base. Thus far in 1993, TDS and USM have entered into agreements to issue a total of approximately 3.8 million TDS Common Shares and other consideration in connection with the acquisition of cellular telephone interests comprising 1.7 million pops at an average cost of approximately $106 per pop. From Dec. 31, 1989 through Sept. 15, 1993, TDS and USM have agreed to acquire cellular telephone interests comprising 11.8 million pops at an average cost of approximately $72 per pop. These acquisitions improve the operating synergies of USM's cellular market clusters.
 The following table summarizes the number of TDS common and Series A common shares outstanding at Sept. 15, 1993, shares to be issued pursuant to acquisition agreements, unissued shares previously registered for acquisitions, and the shares being newly registered:
 Series A
 Common Common
 Shares Shares
 Shares outstanding at Sept. 15, 1993 41,763,489 6,872,268
 Shares to be issued in the future
 pursuant to definitive acquisition
 agreements 3,345,051 --
 Total shares outstanding and
 to be issued 45,108,540 6,872,268
 Unissued shares previously registered
 for acquisitions, excluding
 3,345,051 shares reserved under
 definitive agreements 1,680,800 --
 Shares being registered for
 acquisition 3,000,000 --
 The registration statement relating to the securities being registered has not yet become effective. Such securities may not be offered for acquisitions nor may offers be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Any offering will be made only by means of a prospectus.
 TDS is a diversified Chicago-based telecommunications service company with established local telephone, cellular telephone and radio paging operations. TDS seeks to build value for its shareholders by providing excellent communications services in attractive, closely related segments of the telecommunications industry.
 NOTES:
 (1) Represents TDS's proportionate share of USM's pops at the end of each period after giving full effect to all of USM's commitments to issue common stock under definitive acquisition agreements. 1989 includes 2.5 million pops 100 percent-owned by TDS at the end of that year.
 (2) Represents the percentage of USM's managed markets which are adjacent to other USM-managed markets.
 -0- 9/17/93
 /CONTACT: Murray L. Swanson, executive vice president-finance, 312-630-1900. Out-of-town media please call collect./
 (TDS USM)


CO: Telephone and Data Systems, Inc.; United States Cellular Corp. ST: Illinois IN: TLS SU: TNM

LD -- NY052 -- 3291 09/17/93 19:26 EDT
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Date:Sep 17, 1993
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