Amended Annual Statement of Changes in Beneficial Ownership (5/a)

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

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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 (MM/DD/YYYY) 12/31/2012
(Street) CHICAGO, IL 60602 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 1/16/2013	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares							51891.37	D
Common Shares							1720560.978 ⁽¹⁾ ⁽³⁾	I	By Voting Trust

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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 (MM/DD/YYYY)		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Common Shares							⁽⁴⁾	⁽⁴⁾	Common Shares	195253.7427		195253.7427	D
Series A Common							⁽⁴⁾	⁽⁴⁾	Common Shares	1871520.457		1871520.457 ⁽²⁾	I	By Voting Trust

Explanation of Responses:
( 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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		2/11/2013
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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