UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 1.

Security and Issuer.

This statement relates to the Common Shares, par value $1.00 per share, of the Issuer.  The principal executive office of the Issuer is located at 8410 West Bryn Mawr, Suite 700, Chicago, Illinois 60631.

Item 2.

Identity and Background.

TDS and the Trustees of the Voting Trust under Agreement dated June 30, 1989, as amended (the “Voting Trust”), are filing this Schedule 13D amendment concerning their direct and indirect beneficial ownership of Common Shares.  The following sets forth information with respect to Items 2(a) through 2(f) for TDS and the Trustees of the Voting Trust.

TDS. TDS is a Delaware corporation.  The principal business and office address of TDS, is 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602.  TDS’s principal business is that of providing diversified telecommunications services.  TDS, directly and through its subsidiaries, has cellular telephone, local telephone, and personal communications services operations.  The information with respect to the directors and executive officers of TDS is set forth on Appendices A and B attached hereto, and incorporated herein by reference.

The Trustees of the Voting Trust.  The principal business address of the Voting Trust is c/o TDS, 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602.  The Voting Trust holds TDS Series A Common Shares and was created to facilitate long-standing relationships among the trust’s certificate holders.  Under the terms of the Voting Trust, the trustees hold and vote the TDS Series A Common Shares held in the trust.  The information with respect to the trustees of the Voting Trust is set forth in Appendix C hereto, and incorporated herein by reference.

To the knowledge of LeRoy T. Carlson, Jr., during the last five years, none of TDS, the Voting Trust, nor any of the persons named in Appendices A, B and C hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

To the knowledge of LeRoy T. Carlson, Jr., during the last five years, none of TDS, the Voting Trust, nor any of the persons named in Appendices A, B and C hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

The information contained in Item 4 below, is incorporated herein by reference.

Item 4.

Purpose of Transaction.

On February 17, 2005, the TDS Board of Directors (the “TDS Board”), including directors who are not trustees or beneficiaries of the Voting Trust, and directors who are not officers of TDS, unanimously approved a proposal (the “Special Common Share Proposal”), to be submitted to TDS shareholders at a Special Meeting of shareholders, to approve an amendment (the “Amendment”) to the Restated Certificate of Incorporation of TDS to increase the authorized number of Special Common Shares of TDS from 20,000,000 to 165,000,000.  The Voting Trust has the voting power to cause the Special Common Share Proposal and certain related proposals to be

Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange, if any, or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of a registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.

Notwithstanding the foregoing, TDS and the trustees of the Voting Trust retain the right to change their intent, to acquire additional securities from time to time or to dispose of all or part of the securities beneficially owned by TDS or the Voting Trust in any manner permitted by the terms of the Voting Trust and/or applicable law.

Item 5.

Interest in Securities of the Issuer.

(I)

TDS.

(a)

As of December 31, 2004, TDS may be deemed to beneficially own, pursuant to Rule 13d-3(d)(1)(i), an aggregate of 37,782,826 Common Shares which is approximately 70.8% of such shares outstanding.  In addition, TDS owns 33,005,877 Series A Common Shares which have ten votes per share on all matters and are convertible on share-for-basis into Common Shares.

(b)

(i)

Sole Power to Vote or Direct the Vote:

TDS is the direct beneficial owner of 37,782,826 Common Shares and 33,005,877 Series A Common Shares of the Issuer representing approximately 82.0% of all classes of common shares of the Issuer.  The Series A Common Shares have ten votes per share on all matters and are convertible on a share-for-share basis into Common Shares.  TDS has sole voting power with respect to an aggregate of 37,782,826 Common Shares and 33,005,877 Series A Common Shares representing approximately 95.9% of the combined voting power of the Common Shares and the Series A Common Shares.  As a result of such ownership, TDS has the voting power to elect all of the directors of the Issuer.

(ii)

Shared Power to Vote or Direct the Vote:

None.

(iii)

Sole Power to Dispose or Direct the Disposition:

TDS has sole power to dispose of 37,782,826 Common Shares and 33,005,877 Series A Common Shares, representing approximately 82.0% of all classes of capital stock outstanding.

(iv)

Shared Power to Dispose or Direct the Disposition:

None.

(c)

To the knowledge of LeRoy T. Carlson, Jr., no transactions were effected during the past sixty days in Common Shares by TDS, except

as disclosed in Item 4, and except as may be attributable to TDS pursuant to transactions in the ordinary course under employee benefit plans.

(d)

To the knowledge of LeRoy T. Carlson, Jr., no other person is known to have the right of dividends from, or the proceeds from the sale of the shares of Common Shares beneficially owned by TDS.

(e)

Not Applicable.

(II)

Directors and Executive Officers of TDS.

(a) - (b)

See Appendix D attached hereto and incorporated herein by reference.

(c)

To the knowledge of LeRoy T. Carlson, Jr., no transactions were effected during the past sixty days in the Common Shares by any Director or Executive Officer of TDS, and except as may be attributable to TDS pursuant to transactions in the ordinary course under employee benefit plans.

(d)

To the knowledge of LeRoy T. Carlson, Jr., no person other than the persons listed in Appendix D are known to have the right to receive or the power to direct the receipt of dividends from, or other proceeds from the sale of Common Shares beneficially owned by the persons listed in Appendix D.

(e)

Not applicable.

(III)

The Voting Trust.

(a)

As of December 31, 2004, pursuant to Rule 13d-3(d)(1)(i), the Voting Trust may be deemed to beneficially own an aggregate of 37,782,826 Common Shares representing 70.8% of such shares.  In addition, the Voting Trust may be deemed to beneficially own 33,005,877 Series A Common Shares.

(b)

(i)

Sole Power to Vote or Direct the Vote:

None.

(ii)

Shared Power to Vote or Direct the Vote:

The Voting Trust is the direct beneficial owner of TDS Series A Common Shares.  The Voting Trust holds and the trustees vote 6,065,088 Series A Common Shares of TDS, representing approximately 94.5% of the outstanding TDS Series A Common Shares, and approximately 52.6% of the combined voting power of TDS Series A Common Shares and TDS Common Shares. ⁴  Therefore, the Voting Trust may direct a majority of the combined voting power of TDS, which has voting power to elect all directors of the Issuer and has approximately 95.9% of the combined voting power of the Issuer with respect to matters other than the election of directors.

(iii)

Sole Power to Dispose or Direct the Disposition:

None.

(iv)

Shared Power to Dispose or Direct the Disposition:

The information contained in Item 5.III(b)(ii) above is incorporated herein by reference.  Through the ability to direct a majority of the combined voting power of TDS, the Voting Trust trustees share the power to direct the disposition of 37,782,826 Common Shares and  33,005,877 Series A Common Shares of the Issuer, representing 82.0% of all classes of capital stock outstanding of the Issuer.

(c)

To the knowledge of LeRoy T. Carlson, Jr., no transactions were effected during the past sixty days in Common Shares or Series A Common Shares of the Issuer by the Voting Trust except to the extent disclosed herein.

(d)

To the knowledge of LeRoy T. Carlson, Jr., no person other than TDS is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Shares or Series A Common Shares of the Issuer beneficially owned by the Voting Trust.

(e)

Not Applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Voting Trust holds TDS Series A Common Shares and was created to facilitate long-standing relationships among the trust’s certificate holders.  Under the terms of the Voting Trust, the trustees hold and vote the TDS Series A Common Shares held in the trust.

The Voting Trust trustees hold and vote 6,065,088 TDS Series A Common Shares held in the Voting Trust, representing 94.5% of the outstanding TDS Series A Common Shares, and approximately 52.6% of the combined voting power of the TDS Series A Common Shares and TDS Common Shares.  Therefore, the Voting Trust trustees may direct a majority of the combined voting power of TDS which has the sole voting power with respect to approximately 95.9% of the combined voting power of the Issuer.

Item 7.

Material to be Filed as Exhibits.

(a)       Voting Trust Agreement, dated as of June 30, 1989, is hereby incorporated by reference to an exhibit to Post-Effective Amendment No. 3 to the TDS’s Registration Statement on Form S-1, No. 33-12943.

(b)       Amendment dated as of May 9, 1991 to the Voting Trust Agreement dated as of June 30, 1989, is hereby incorporated by reference to Exhibit 9.2 to the TDS’s Annual Report on Form 10-K for the year ended December 31, 1991.

(c)       Amendment dated as of November 20, 1992, to the Voting Trust Agreement dated as of June 30, 1989, as amended, is hereby incorporated by reference to Exhibit 9.1(c) to the TDS ‘s Annual Report on Form 10-K for the year ended December 31, 1992.

(d)       Amendment dated as of May 22, 1998, to the Voting Trust Agreement dated as of June 30, 1989, as amended, is hereby incorporated by reference to Exhibit 99.3 to the TDS ‘s Current Report on Form 8-K filed on June 5, 1998.

(e)       Amendment effective as of March 28, 2003, to the Voting Trust Agreement dated as of June 30, 1989, as amended, to cancel 500 voting trust certificates, is hereby incorporated by reference to Item 7(e) of the Schedule 13D filed by the Voting Trust dated March 28, 2003.

(f)        Amendment effective as of March 28, 2003, to the Voting Trust Agreement dated as of June 30, 1989, as amended, extending the term of the Voting Trust from June 30, 2009 to June 30, 2035, is hereby incorporated by reference to Item 7(f) of the Schedule 13D filed by the Voting Trust dated March 28, 2003.

(g)       Preliminary proxy statement of TDS, is hereby incorporated by reference to TDS’s Schedule 14A as filed with the SEC on February 18, 2005.

TELEPHONE AND DATA SYSTEMS, INC.

  TRUSTEES OF THE VOTING TRUST UNDER
  AGREEMENT DATED JUNE 30, 1989, AS AMENDED

By:

  /s/ LeRoy T. Carlson, Jr.

  /s/ Walter C. D. Carlson*

  LeRoy T. Carlson, Jr.

  Walter C. D. Carlson

  President and Chief Executive Officer

  /s/ Letitia G. Carlson, M.D.*

  Letitia G. Carlson, M.D.

  /s/ Prudence E. Carlson*

  Prudence E. Carlson

  /s/ LeRoy T. Carlson, Jr.

  LeRoy T. Carlson, Jr.

  *By:

  /s/ LeRoy T. Carlson, Jr.

  LeRoy T. Carlson, Jr.

  Attorney-in-Fact for above Trustees*

* Pursuant to Joint Filing Agreement and Power of Attorney
previously filed with the Securities and Exchange Commission
and incorporated by reference herein.

Schedule 13D

APPENDIX A

Issuer: United States Cellular Corporation

Page 1 of 4 of Appendix A

(I)

(a)

Name:

LeRoy T. Carlson, Jr.

(b)

Business Address:

Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois  60602

(c)

Present Principal Occupation or Employment:

President and Chief Executive Officer of Telephone
and Data Systems, Inc.

(f)

Citizenship:

United States

(II)

(a)

Name:

LeRoy T. Carlson

(b)

Business Address:

Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois  60602

(c)

Present Principal Occupation or Employment:

Chairman Emeritus of Telephone and Data Systems,
Inc.

(f)

Citizenship:

United States

(III)

(a)

Name:

Sandra L. Helton

(b)

Business Address:

Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois  60602

(c)

Present Principal Occupation or Employment:

Executive Vice President and CFO of
Telephone and Data Systems, Inc.

Schedule 13D

APPENDIX A

Issuer: United States Cellular Corporation

Page 2 of 4 of Appendix A

(f)

Citizenship:

United States

(IV)

(a)

Name:

James Barr, III

(b)

Business Address:

TDS Telecommunications Corporation
525 Junction Road
Madison, Wisconsin  53717

(c)

Present Principal Occupation or Employment:

President of TDS Telecommunications Corporation, a
wholly-owned subsidiary of Telephone and Data
Systems, Inc.

(f)

Citizenship:

United States

(V)

(a)

Name:

Walter C.D. Carlson

(b)

Business Address:

Sidley Austin Brown & Wood LLP

10 S. Dearborn Street
Chicago, Illinois  60603

(c)

Present Principal Occupation or Employment:

Partner of the law firm of Sidley Austin Brown &
Wood LLP

(f)

Citizenship:

United States

(VI)

(a)

Name:

Letitia G. Carlson, M.D.

(b)

Residence Address:

7604 Fairfax Road
Bethesda, Maryland  20814

(c)

Present Principal Occupation or Employment:

Medical Doctor

(f)

Citizenship:

United States

Schedule 13D

APPENDIX A

Issuer: United States Cellular Corporation

Page 3 of 4 of Appendix A

(VII)

(a)

Name:

Donald C. Nebergall

(b)

Residence Address:

2919 Applewood Place, N.E.
Cedar Rapids, Iowa  52402

(c)

Present Principal Occupation or Employment:

Consultant

(f)

Citizenship:

United States

(VIII)

(a)

Name:

Herbert S. Wander

(b)

Business Address:

Katten Muchin Zavis Rosenman
525 West Monroe Street
Suite 1600
Chicago, Illinois 60606-3693

(c)

Present Principal Occupation or Employment:

Partner of the law firm of Katten Muchin Zavis
Rosenman

(f)

Citizenship:

United States

(IX)

(a)

Name:

George W. Off

(b)

Business Address:

Checkpoint Systems, Inc.
101 Wolf Drive
Thorofare, NJ  08086

(c)

Present Principal Occupation or Employment:

Chairman and Chief Executive Officer of Checkpoint
Systems, Inc.
Marketing Corporation

(f)

Citizenship:

United States

Schedule 13D

APPENDIX A

Issuer: United States Cellular Corporation

Page 4 of 4 of Appendix A

(X) 

(a)

Name:

Martin L. Solomon

(b)

Business Address:

1643 Brickell Ave., Apt. 4902
Miami, Florida 33129

(c)

Present Principal Occupation or Employment:

Private Investor

(f)

Citizenship:

United States

(XI)

(a)

Name:

Kevin A. Mundt

(b)

Business Address:

Vestar Capital Partners
500 Boylston Street, 17^th Floor
Boston, MA  02116

(c)

Present Principal Occupation or Employment:

General Partner and Managing Director of Vestar
Capital Partners

(f)

Citizenship:

United States

(XII)

(a)

Name:

Mitchell H. Saranow

(b)

Business Address:

The Saranow Group, LLC
555 Skokie Boulevard, Suite 204
Northbrook, IL  60062

(c)

Present Principal Occupation or Employment:

Chairman of The Saranow Group, LLC

(f)

Citizenship:

United States

Schedule 13D

APPENDIX B

Issuer: United States Cellular Corporation

Page 1 of 6 of Appendix B

(I)

(a)

Name:

LeRoy T. Carlson, Jr.

(b)

Business Address:

Telephone and Data Systems, Inc.
30 North LaSalle Street
Chicago, Illinois  60602

(c)

Present Principal Occupation or Employment:

President and Chief Executive Officer of Telephone
and Data Systems, Inc.

(f)

Citizenship:

United States

(II)

(a)

Name:

LeRoy T. Carlson

(b)

Business Address:

Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois  60602

(c)

Present Principal Occupation or Employment:

Chairman Emeritus of Telephone and Data Systems,
Inc.

(f)

Citizenship:

United States

(III)

(a)

Name:

Sandra L. Helton

(b)

Business Address:

Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602

(c)

Present Principal Occupation or Employment:

Executive Vice President and CFO of
Telephone and Data Systems, Inc.

(f)

Citizenship:

United States

Schedule 13D

APPENDIX B

Issuer: United States Cellular Corporation

Page 2 of 6 of Appendix B

(IV)

(a)

Name:

John E. Rooney

(b)

Business Address:

United States Cellular Corporation
8410 West Bryn Mawr
Suite 700
Chicago, Illinois  60631

(c)

Present Principal Occupation or Employment:

President and Chief Executive Officer of United
States Cellular Corporation, an over 80%-owned
subsidiary of Telephone and Data Systems, Inc.

(f)

Citizenship:

United States

(V)

(a)

Name:

James Barr, III

(b)

Business Address:

TDS Telecommunications Corporation
525 Junction Road
Madison, Wisconsin  53717

(c)

Present Principal Occupation or Employment:

President of TDS Telecommunications Corporation, a
wholly-owned subsidiary of Telephone and Data
Systems, Inc.

(f)

Citizenship:

United States

(VI)

(a)

Name:

D. Michael Jack

(b)

Business Address:

Telephone and Data Systems, Inc.
8401 Greenway Blvd.
Suite 230
Middleton, WI  53562

(c)

Present Principal Occupation or Employment:

Senior Vice President and Corporate Controller of
Telephone and Data Systems, Inc.

(f)

Citizenship:

United States

Schedule 13D

APPENDIX B

Issuer: United States Cellular Corporation

Page 3 of 6 of Appendix B

(VII)

(a)

Name:

Kurt B. Thaus

(b)

Business Address:

Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois  60602

(c)

Present Principal Occupation or Employment:

Senior Vice President and Chief Information Officer of
Telephone and Data Systems, Inc.

(f)

Citizenship:

United States

(VIII)

(a)

Name:

Scott H. Williamson

(b)

Business Address:

30 North LaSalle Street
Suite 4000
Chicago, Illinois  60602

(c)

Present Principal Occupation or Employment:

Senior Vice President – Acquisitions and Corporate
Development of Telephone and Data Systems, Inc.

(f)

Citizenship:

United States

(IX)

(a)

Name:

Kevin C. Gallagher

(b)

Business Address:

Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois  60602

(c)

Present Principal Occupation or Employment:

Vice President and Corporate Secretary of Telephone
and Data Systems, Inc.

(f)

Citizenship:

United States

Schedule 13D

APPENDIX B

Issuer: United States Cellular Corporation

Page 4 of 6 of Appendix B

(X)

(a)

Name:

Joseph Hanley

(b)

Business Address:

Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois  60602

(c)

Present Principal Occupation or Employment:

Vice President - Engineering of Telephone and Data
Systems, Inc.

(f)

Citizenship:

United States

(XI)

(a)

Name:

C. Theodore Herbert

(b)

Business Address:

Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois  60602

(c)

Present Principal Occupation or Employment:

Vice President-Human Resources of Telephone and
Data Systems, Inc.

(f)

Citizenship:

United States

(XII)

(a)

Name:

Frieda E. Ireland

(b)

Business Address:

Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois   60602

(c)

Present Principal Occupation or Employment:

Vice President-Internal Audit of Telephone and Data
Systems, Inc.

(f)

Citizenship:

United States

Schedule 13D

APPENDIX B

Issuer: United States Cellular Corporation

Page 5 of 6 of Appendix B

(XIII)

(a)

Name:

J. Timothy Kleespies

(b)

Business Address:

Telephone and Data Systems, Inc.
8401 Greenway Boulevard
Suite 230
Middleton, Wisconsin  53562

(c)

Present Principal Occupation or Employment:

Vice President and Assistant Corporate Controller of
Telephone and Data Systems, Inc.

(f)

Citizenship:

United States

(XIV)

(a)

Name:

Kenneth M. Kotylo

(b)

Business Address:

Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois   60602

(c)

Present Principal Occupation or Employment:

Vice President-Acquisitions and Corporate
Development of Telephone and Data Systems, Inc.

(f)

Citizenship:

United States

(XV)

(a)

Name:

Peter L. Sereda

(b)

Business Address:

Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois  60602

(c)

Present Principal Occupation or Employment:

Vice President and Treasurer of Telephone and Data
Systems, Inc.

(f)

Citizenship:

United States

Schedule 13D

APPENDIX B

Issuer: United States Cellular Corporation

Page 6 of 6 of Appendix B

(XVI)

(a)

Name:

Mark A. Steinkrauss

(b)

Business Address:

Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois  60602

(c)

Present Principal Occupation or Employment:

Vice President-Corporate Relations of Telephone and
Data Systems, Inc.

(f)

Citizenship:

United States

(XVII)

(a)

Name:

James W. Twesme

(b)

Business Address:

Telephone and Data Systems, Inc.
8401 Greenway Boulevard
Suite 230
Middleton, Wisconsin  53562

(c)

Present Principal Occupation or Employment:

Vice President-Corporate Finance of Telephone and
Data Systems, Inc.

(f)

Citizenship:

United States

(XVIII)

(a)

Name:

Byron A. Wertz

(b)

Business Address:

Telephone and Data Systems, Inc.
8000 West 78th Street, Suite 400
Minneapolis, Minnesota  55439

(c)

Present Principal Occupation or Employment:

Vice President - Corporate Development of Telephone
and Data Systems, Inc.

(f)

Citizenship:

United States

Schedule 13D

APPENDIX C

Issuer: United States Cellular Corporation

Page 1 of 2 of Appendix C

(I) 

(a)

Name:

LeRoy T. Carlson, Jr.

(b)

Business Address:

Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois  60602

(c)

Present Principal Occupation or Employment:

President and Chief Executive Officer of Telephone
and Data Systems, Inc.

(f)

Citizenship:

United States

(II)

(a)

Name:

Walter C.D. Carlson

(b)

Business Address:

Sidley Austin Brown & Wood LLP
10 S. Dearborn Street
Chicago, Illinois  60603

(c)

Present Principal Occupation or Employment:

Partner of the law firm of Sidley Austin Brown &
Wood LLP

(f)

Citizenship:

United States

(III)

(a)

Name:

Letitia G. Carlson, M.D.

(b)

Business Address:

7604 Fairfax Road
Bethesda, Maryland  20814

(c)

Present Principal Occupation or Employment:

Medical Doctor

(f)

Citizenship:

United States

Schedule 13D

APPENDIX C

Issuer: United States Cellular Corporation

Page 2 of 2 of Appendix C

(IV)

(a)

Name:

Prudence E. Carlson

(b)

Business Address:

10 White Street
New York, New York  10013

(c)

Present Principal Occupation or Employment:

Writer/Art Critic

(f)

Citizenship:

United States

Schedule 13D

APPENDIX D

Issuer: United States Cellular Corporation

Page 1 of 1 of Appendix D

Name

Number of Common Shares
Beneficially Owned as of Latest
Practicable Date

Percentage of Class of the
Issuer’s Common Shares

James Barr, III