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 Prudence E
 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
_____ Officer (give title below) _____ Other (specify below)
(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)
01/16/2013		 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             51,891.37 D  
Common Shares             1,720,560.978 (1) (3) I By Voting 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
Series A Common Shares               (4)   (4) Common Shares
195,253.7427
  195,253.7427
D
 
Series A Common               (4)   (4) Common Shares
1,871,520.457
  1,871,520.457 (2)
I
By Voting Trust

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carlson Prudence E
30 N. LASALLE ST. STE. 4000
CHICAGO, IL 60602		   X      

Signatures

Julie D. Mathews, by power of atty 02/11/2013
**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) Reporting person is one of four trustees of a voting trust which is record owner of these common shares and which files its holdings on a Form 4. Beneficial ownership is disclaimed with respect to 34,654.729 common shares held for the benefit of spouse and children. Includes 24,011.34 in reporting person's name and 975,216 in reporting person's Grantor Retained Annuity Trust (GRAT) both held for the benefit of the reporting person and 686,678.909 held by family partnerships of which reporting person is a general partner.
(2) Reporting person is one of four trustees of a voting trust which is record owner of these Series A Common shares and which files its holdings on a Form 4. Beneficial ownership is disclaimed with respect to 31,498.721 Series A common shares held for the benefit of spouse and children. Includes 1,840,021.736 shares which are held by family partnerships of which reporting person is a general partner. On Nov 27, reporting person acquired 60,240 LP units of a family partnership and gifted 30,120 LP units to her spouse. On Nov 27, reporting person acquired 60,240 LP units of a family partnership and gifted 30,120 LP units to her spouse. On Dec 21 and 26, respectively, the reporting person and her spouse each gifted 30,120 LP units to a descendents trust, of which a third party is trustee. These transfers did not result in any change in the number of securities reported as beneficially owned by the reporting person. The reporting person disclaims beneficial ownership of all securities t
(3) On Oct 12, the reporting person transferred voting trust certificates representing 4553 common shares from reporting person's GRAT to reporting person individually. The reporting person previously reported all securities held in her name and through a GRAT. Accordingly, the transfer of voting trust certificates did not result in any change in the number of securities reported as beneficially owned by the reporting person.
(4) Series A Common shares are convertible on a share for share basis into common.

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