Item 1.01. Entry into a Material Definitive Agreement.

On May 5, 2005, the Board of Directors of Telephone and Data Systems, Inc. ("TDS") approved an amended compensation plan for non-employee directors, effective May 5, 2005. The amended plan establishes revised amounts for the annual director's retainer fee, and revised amounts for the additional annual retainer fee for the Chairperson of the Board of Directors, Audit Committee members and Long-Term Compensation Committee members, along with meeting fees. The foregoing brief summary is qualified by reference to the complete terms and conditions of the plan, which is incorporated by reference herein as Exhibit 10.1.

Item 8.01. Other Events.

        On May 4, 2005, John E. Rooney, president and CEO of United States Cellular Corporation ("U.S. Cellular"), who is deemed to be an executive officer of TDS, disclosed in a filing with the SEC that he has effected a transaction pursuant to a 10b5-1 sales plan entered into with William Blair & Co. L.L.C. to sell U.S. Cellular common shares. TDS has elected to disclose such information on this Form 8-K. The purpose of the sales plan is to achieve broader diversification of investments while reducing the risk of over concentration in a particular investment. The plan was effective March 22, 2005.

        A 10b5-1 plan is designed to permit officers and directors to plan securities transactions in advance when they are not aware of material nonpublic information or subject to a company-imposed blackout period, and then carry out those pre-planned transactions at a later time, even if they later become aware of material nonpublic information and/or become subject to a company-imposed blackout period. A 10b5-1 plan must either specify (including by formula) the amount, pricing and timing of transactions in advance or delegate discretion on those matters to an independent third party. During the term of the plan, the officer or director may not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. As transactions are executed in the future under the plan, they will be disclosed in accordance with applicable U.S. federal securities laws. Except as may be required by law or as the Company may elect to disclose by policy, the Company does not undertake to report future plans by officers or directors of the Company nor to report modifications, terminations, transactions or other activities under any 10b5-1 plan or any such future plans.

Item 9.01. Financial Statements and Exhibits

(c)       Exhibits:

        In accordance with the provisions of Item 601 of Regulation S-K, any Exhibits filed herewith are set forth on the Exhibit Index attached hereto.

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