UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

This Schedule 13D is being filed pursuant to Section 13(d)(2) of the Securities Exchange Act of 1934, as amended, by the Trustees of the Voting Trust under the Amendment and Restatement (dated as of April 22, 2005) of Voting Trust Agreement Dated as of June 30, 1989.  This Schedule 13D reports the ownership of Series A Common Shares, par value $0.01 per share (“Series A Common Shares”), that are convertible into Common Shares, par value $0.01 per share (“Common Shares”), of Telephone and Data Systems, Inc., a Delaware corporation (the “Issuer” or “TDS”).

Item 1.

Security and Issuer

This statement relates to the Common Shares of the Issuer.  The principal executive office of the Issuer is located at 30 N. LaSalle, Suite 4000, Chicago, Illinois 60603.

Item 2.

Identity and Background

This Amendment No. 3 to Schedule 13D is being filed by the trustees (“Trustees”) of the Voting Trust under the Amendment and Restatement (dated as of April 22, 2005) of Voting Trust Agreement Dated as of June 30, 1989 (the “Voting Trust”), concerning their direct and indirect beneficial ownership of Common Shares.  The following sets forth Items 2(a) through 2(f) for each filing person.

Voting Trust.                         The Voting Trust is organized under Delaware law.  The principal business address of the Voting Trust is c/o LeRoy T. Carlson, Jr., Telephone and Data Systems, Inc., Suite 4000, 30 North LaSalle Street, Chicago, Illinois 60602.

Trustees.                                              The information required under paragraphs (a) – (c) and (f) with respect to the Trustees of the Voting Trust is set forth in Appendix A hereto, and incorporated herein by reference.

The following is information required under paragraphs (d) and (e) for all filing persons.

(d)                                 During the last five years, neither the Voting Trust nor any of the Trustees identified in Appendix A hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)                                  During the last five years, neither the Voting Trust nor any of the Trustees thereof identified in Appendix A 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 Voting Trust holds Series A Common Shares pursuant to the voluntary agreement of the beneficiaries thereof.  No funds were used by the Voting Trust to acquire any shares. 

Item 4.

Purpose of Transaction

The Voting Trust holds 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 Series A Common Shares held in the trust.  This Amendment No. 3 is being filed to disclose the following information.

The Voting Trust was amended and restated as of April 22, 2005 for the primary purpose of permitting the Trustees of the Voting Trust to retain and vote the Special Common Shares of the Issuer that will be received by the Voting Trust as a result of the Distribution, as defined below.   In addition, certain other changes

were made to the Voting Trust agreement, which is attached hereto as an exhibit and incorporated by reference herein.

The following information was reported in Amendment No. 2 to this Schedule 13D and is being updated herein.

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 had the voting power to cause the Special Common Share Proposal and certain related proposals to be approved, and the trustees of the Voting Trust advised TDS that they intended to vote for the Special Common Share Proposal and for such related proposals at the Special Meeting of shareholders.  The Special Common Share Proposal and related proposals were approved at the Special Meeting of shareholders and the Amendment became effective on April 11, 2005.

The trustees of the Voting Trust have been advised that the Special Common Share Proposal is being implemented by TDS, among other reasons, to permit TDS at some time in the future to offer and issue Special Common Shares in exchange for all of the Common Shares of United States Cellular Corporation (“U.S. Cellular”) which are not owned by TDS (a “Possible U.S. Cellular Transaction”).  Subject to certain conditions, the trustees of the Voting Trust have advised the TDS Board that they may also support such possible action by TDS.  TDS currently owns approximately 82% of the shares of common stock of U.S. Cellular.  The purpose of a Possible U.S. Cellular Transaction would be to cause U.S. Cellular to become a wholly-owned subsidiary of TDS.

The TDS Board has approved a distribution of one Special Common Share in the form of a stock dividend with respect to each outstanding Common Share and Series A Common Share of TDS (the “Distribution”), subject to the approval of the Special Common Share Proposal by shareholders, the effectiveness of the Amendment, and certain other conditions.

As of February 28, 2005, the Voting Trust had voting or dispositive power over an aggregate of 6,064,150 Series A Common Shares, representing approximately 52.6% of the voting power of TDS with respect to matters other than the election of directors. Based on such shares, the Voting Trust would receive 6,064,150 Special Common Shares in the Distribution.  Following the Distribution, the Voting Trust would continue to have at least 52.6% of the aggregate voting power of TDS with respect to all matters other than the election of directors and will continue to be able to elect eight of the twelve directors by reason of its ownership of 6,064,150 Series A Common Shares, assuming no other changes.  As a result of the Distribution of 6,064,150 Special Common Shares to the Voting Trust (based on Series A Common Shares held as of February 28, 2005), the Voting Trust will also have 5.6% of the voting power in the election of the four directors currently elected by the holders of Common Shares of TDS.

Implementation of the Special Common Share Proposal and the Distribution would allow TDS to issue such Special Common Shares for a Possible U.S. Cellular Transaction and other corporate purposes without diluting the voting power of the Series A Common Shares and the voting control of the Voting Trust.  As a result, the trustees of the Voting Trust also advised TDS that they may support a Possible U.S. Cellular Transaction.  The trustees advised TDS that they would not support or approve various actions, including a sale of control of U.S. Cellular or a spin-off of U.S. Cellular. The trustees of the Voting Trust also advised TDS that they did not believe that certain other possible alternatives would be in the best interest of TDS and all of its shareholders and, accordingly, would not approve or support action in furtherance of such alternatives.  The trustees of the Voting Trust intend to maintain the ability to keep or dispose of the voting control of TDS and intend that TDS maintain the ability to keep or dispose of the voting control of U.S. Cellular.

The trustees of the Voting Trust have been advised that the TDS Board has not taken any action to determine that it will offer Special Common Shares, or the number of Special Common Shares or fraction of a

Special Common Share that it may offer, to exchange for each Common Share of U.S. Cellular not owned by TDS. The trustees of the Voting Trust also have been advised that TDS has no set time frame for taking action with respect to a Possible U.S. Cellular Transaction and TDS could choose to take action with respect to a Possible U.S. Cellular Transaction at any time, or not to take action with respect to a Possible U.S. Cellular Transaction, depending on the circumstances at the time.  The trustees of the Voting Trust have been advised that the timing of such possible transaction also depends on the trading price of the U.S. Cellular Common Shares, the trading price of the Special Common Shares, market conditions and other factors, including whether any possible transaction would be likely to be disruptive to U.S. Cellular’s operations.

If a Possible U.S. Cellular Transaction does not take place for any reason, U.S. Cellular may not become a wholly-owned subsidiary of TDS and the Common Shares of U.S. Cellular may continue to be publicly traded. The trustees of the Voting Trust have been advised that TDS may alternatively consider acquiring such Common Shares of U.S. Cellular through open market or private purchases, or taking other action to acquire some or all of the shares of U.S. Cellular not owned by TDS.

Reference is made to the description of the Special Common Share Proposal under Proposal 1 in the definitive proxy statement of TDS filed with the SEC on March 14, 2005 for additional information relating to the foregoing, which description is incorporated by reference herein.

Reference is also made to the description under Proposal 1 – Election of Directors in the definitive proxy statement of TDS filed with the SEC on April 5, 2005 for information relating to the election of directors, which description is incorporated by reference herein.

Except as disclosed or incorporated by reference above, the Voting Trust does not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the 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, the trustees of the Voting Trust retain the right to change their intent, including to acquire additional securities from time to time, or to dispose of all or part of the securities beneficially owned by the Voting Trust in any manner permitted by the terms of the Voting Trust and applicable law.

Item 5.

Interest in Securities of the Issuer

(a)                                  As of February 28, 2005, pursuant to Rule 13d-3(d)(1)(i), the Voting Trust and each of the Trustees may be deemed to beneficially own an aggregate of 6,064,150 Series A Common Shares held by the Voting Trust, which are convertible into 6,064,150 Common Shares.  See Appendix A for additional Common Shares beneficially owned by each of the Trustees.

(b)                                 The following information is provided with respect to the shares held by the Voting Trust.  See Appendix B for information with respect to other shares beneficially owned by each of the Trustees.

(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 Series A Common Shares, which are convertible on a share-for-share basis into Common Shares.  The Voting Trust holds and the Trustees vote 6,064,150 Series A Common Shares of the Issuer, representing approximately 94.4% of the outstanding Series A Common Shares.  The holders of Series A Common Shares are entitled to elect eight of the twelve directors of the Issuer.  The Series A Common Shares also have ten votes per share in matters other than the election of directors and, accordingly, the Series A Common Shares held by the Voting Trust represent approximately 52.6% of the combined voting power of the Issuer.(1)   Therefore, the Voting Trust elects a majority of the directors and directs a majority of the combined voting power of the Issuer in 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(b)(ii) above is incorporated herein by reference.

(c)                                  Except as disclosed below, no transactions were effected during the past sixty days in Common Shares or Series A Common Shares of the Issuer by the Voting Trust or the Trustees.

(i)                                     On February 28, 2005 and March 31, 2005, Walter C.D. Carlson acquired 17 and 202 Common Shares, respectively, pursuant to the Issuer’s Compensation Plan for Non-Employee Directors;

(ii)                                  On February 28, 2005 and March 31, 2005, Letitia G. Carlson, M.D., acquired 8 and 53 Common Shares, respectively, pursuant to the Issuer’s Compensation Plan for Non-Employee Directors;

(iii)                               On March 31, 2005, 4,954 Series A Common Shares were issued to accounts within the Voting Trust pursuant to the Issuer’s dividend reinvestment plan;

(iv)                              On March 31, 2005, LeRoy T. Carlson, Jr. acquired 28 Series A Common Shares pursuant to the Issuer’s dividend reinvestment plan;

(v)                                 On March 31, 2005, Walter C.D. Carlson acquired 2 Series A Common Shares and 9 Common Shares pursuant to the Issuer’s dividend reinvestment plan;

(vi)                              On March 31, 2005, Letitia G. Carlson, M.D. acquired 2 Series A Common Shares and 3 Common Shares pursuant to the Issuer’s dividend reinvestment plan;

(vii)                           On March 31, 2005, Prudence E. Carlson acquired 1 Series A Common Share pursuant to the Issuer’s dividend reinvestment plan; and

(viii)                        On April 13, 2005, a certificate holder of the Voting Trust withdrew 1,585 Series A Common Shares from the Voting Trust.

(d)                                 Except as disclosed below, no other person 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, Series A Common Shares of the Issuer beneficially owned by the Voting Trust.

Under the Terms of the Voting Trust, all cash dividends are distributed to the beneficiaries of the Voting Trust.  The Trustees do not have the power to sell any Series A Common Shares deposited by a certificate holder without the consent of such certificate holder.

(e)                                  Not Applicable.

Item 6.

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

The Voting Trust holds 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 Series A Common Shares held in the trust.

The Voting Trust is the direct beneficial owner of Series A Common Shares, which are convertible on a share-for-share basis into Common Shares.  The Voting Trust holds and the Trustees vote 6,064,150 Series A Common Shares of the Issuer, representing approximately 94.4% of the outstanding Series A Common Shares.  The holders of Series A Common Shares are entitled to elect eight of the twelve directors of the Issuer.  The Series A Common Shares also have ten votes per share in matters other than the election of directors and, accordingly, the Series A Common Shares held by the Voting Trust represent approximately 52.6% of the combined voting power of the Issuer.(1)   Therefore, the Voting Trust elects a majority of the directors and directs a majority of the combined voting power of the Issuer in matters other than the election of directors.

Item 7.

Material to Be Filed as Exhibits

(a)                                  Amendment and Restatement (dated as of April 22, 2005) of Voting Trust Agreement Dated as of June 30, 1989

Date: May 2, 2005

TRUSTEES OF THE VOTING TRUST UNDER AGREEMENT

DATED JUNE 30, 1989, AS AMENDED

/s/ Walter C. D. Carlson*

Walter C.D. Carlson

/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 previously filed Joint Filing Agreement and Power of Attorney

(I)

(a)

Name:

Walter C.D. Carlson

(b)

Business Address:

Sidley Austin Brown & Wood LLP

10 South Dearborn Street

Chicago, Illinois 60603

(c)

Present Principal Occupation or Employment:

Partner of the law firm of Sidley Austin Brown & Wood LLP (see above for address)

(f)

Citizenship:

United States

(II)

(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. (see above for address)

(f)

Citizenship:

United States

(III)

(a)

Name:

Letitia G. Carlson, M.D.

(b)

Business Address:

2150 Pennsylvania Avenue, N.W.

Washington, D.C. 20037

(c)

Present Principal Occupation or Employment:

Physician and Associate Clinical Professor at George Washington University Medical Center (see above for address)

(f)

Citizenship:

United States

(IV)

(a)

Name:

Prudence E. Carlson

(b)

Business Address:

10 White Street

New York, New York 10013

(c)

Present Principal Occupation or Employment:

Art Critic and Art Historian

(f)

Citizenship:

United States

Name

Number of Common
Shares Beneficially Owned
As of February 28, 2005

Percent of Class of
Common Shares

LeRoy T. Carlson, Jr.

489,752

(1)

*

Walter C.D. Carlson

4,795

(2)

*

Letitia G. Carlson, M.D.

2,433

(3)

*

Prudence E. Carlson

179,257

(4)

*