SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                            SCHEDULE 13D
             Under the Securities Exchange Act of 1934
                    
	                   Amendment No. 2 

                   Telephone and Data Systems, Inc.
             ___________________________________________
                          (Name of Issuer)


                            Common Stock
             ___________________________________________
                  (Title of Class and Securities)


                             879433100
             ___________________________________________
               (CUSIP Number of Class of Securities)


                          O. Mason Hawkins
                  Chairman of the Board and C.E.O.
                                and
                         Andrew R. McCarroll
                  Vice President & General Counsel

                Southeastern Asset Management, Inc.
                   6410 Poplar Avenue;  Suite 900
                         Memphis, TN  38119
        		   (901) 761-2474
    ___________________________________________________________

    (Name, Address and Telephone Number of Person Authorized to
                Receive Notices and Communications)


                          June 24, 2005 
             ___________________________________________
                   (Date of Event which Requires
                     Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this 
Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check 
the following box: [ ]





CUSIP No. 879433100                                        13D
___________________________________________________________________
(1)  NAMES OF REPORTING PERSONS
     Southeastern Asset Management, Inc.      I.D. No. 62-0951781
___________________________________________________________________
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
___________________________________________________________________
(3)  SEC USE ONLY
___________________________________________________________________
(4)  SOURCE OF FUNDS
     OO:  Funds of investment advisory clients
___________________________________________________________________
(5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                 [X]
___________________________________________________________________
(6)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Tennessee
___________________________________________________________________
                                   :(7) SOLE VOTING POWER
                                   :   (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY      :    5,800,615 shares
OWNED BY EACH REPORTING PERSON     ________________________________
WITH                               :(8) SHARED OR NO VOTING POWER
                                     
                                   :    3,441,600 shares (Shared)
                                        1,727,800 shares (None)
                                   ________________________________
                                   :(9) SOLE DISPOSITIVE POWER
                                   :   (Discretionary Accounts)
                                   :    7,519,415 shares
                                   ________________________________
                                   :(10) SHARED OR NO DISPOSITIVE POWER
                                   :    3,441,600 shares (Shared)
                                            9,000 shares (None)
___________________________________________________________________
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      
      10,970,015 shares
___________________________________________________________________
(12)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
      CERTAIN SHARES  [X] See Item 5(a) 
___________________________________________________________________
(13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
      21.5%
___________________________________________________________________
(14)  TYPE OF REPORTING PERSON
      IA
___________________________________________________________________

Note: All shares identified above are shares of the Issuer's class of Common 
Stock, and the percentage in Row 13 above relates to such class of Common 
Stock.


CUSIP No. 879433100                                        13D
___________________________________________________________________
(1)  NAMES OF REPORTING PERSONS
 	Longleaf Partners Fund			I.D. No. 63-6147721
___________________________________________________________________
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
___________________________________________________________________
(3)  SEC USE ONLY
___________________________________________________________________
(4)  SOURCE OF FUNDS
     OO:  Funds of investment company shareholders
___________________________________________________________________
(5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                 [ ]
___________________________________________________________________
(6)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Massachusetts
___________________________________________________________________
                                   :(7) SOLE VOTING POWER
                                   :   
NUMBER OF SHARES BENEFICIALLY      :   None 
OWNED BY EACH REPORTING PERSON     ________________________________
WITH                               :(8) SHARED VOTING POWER
                                     
                                   : 	3,441,600 shares 
                                         
                                   ________________________________
                                   :(9) SOLE DISPOSITIVE POWER
                                   :   
                                   :   None
                                   ________________________________
                                   :(10) SHARED DISPOSITIVE POWER
                                   : 	3,441,600 shares 
                                           
___________________________________________________________________
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      
      3,441,600 shares
___________________________________________________________________
(12)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
      CERTAIN SHARES [ ]    
___________________________________________________________________
(13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
      6.7%
___________________________________________________________________
(14)  TYPE OF REPORTING PERSON
      IV
___________________________________________________________________

Note: All shares identified above are shares of the Issuer's class of Common 
Stock, and the percentage in Row 13 above relates to such class of Common 
Stock.


 


CUSIP No. 879433100                                         13D
___________________________________________________________________
(1)  NAMES OF REPORTING PERSONS
     O. Mason Hawkins                         I.D. No. XXX-XX-XXXX
___________________________________________________________________
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
___________________________________________________________________
(3)  SEC USE ONLY
___________________________________________________________________
(4)  SOURCE OF FUNDS
     OO:  None
___________________________________________________________________
(5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                 [ ]
___________________________________________________________________
(6)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Citizen of United States
___________________________________________________________________
                                   :(7) SOLE VOTING POWER
                                   :   (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY      :    None
OWNED BY EACH REPORTING PERSON     ________________________________
WITH                               :(8) SHARED VOTING POWER

                                   :    None
                                   ________________________________
                                   :(9) SOLE DISPOSITIVE POWER

                                   :    None
                                   ________________________________
                                   :(10) SHARED DISPOSITIVE POWER

                                   :    None
___________________________________________________________________
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      None  (See Item 2)
___________________________________________________________________
(12)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
      CERTAIN SHARES [ ]
___________________________________________________________________
(13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
      0.0%
___________________________________________________________________
(14)  TYPE OF REPORTING PERSON
      IN
___________________________________________________________________

Note: All shares identified above are shares of the Issuer's class of Common 
Stock, and the percentage in Row 13 above relates to such class of Common 
Stock.



Item 5.  Interest In Securities Of The Issuer

Item 5 shall be amended and restated as follows:

(a)	The aggregate number and percentage of Securities to which this Schedule 
13D relates is 10,970,015 shares of the common stock of the Issuer, 
constituting approximately 21.5% of the 51,125,217 shares outstanding. 

                          Common       %  of outstanding
                      Shares Held        Common Shares
___________________________________________________________________
Voting Authority

Sole:                    5,800,615            11.3%
Shared:                  3,441,600*            6.7%
None:                    1,727,800             3.4%

Total                  10,970,015             21.5%

 *Shares owned by Longleaf Partners Fund, a series of Longleaf Partners Funds 
Trust. Does not include 84,000 shares held by one non-discretionary account 
over which the filing parties have neither voting nor dispositive authority. 
Beneficial ownership is expressly disclaimed with respect to these shares.

Dispositive Authority

Sole:                    7,519,415            14.7%
Shared:                  3,441,600*            6.7%
None:			     9,000             0.0%

Total                    10,970,015            21.5%

*Shares owned by Longleaf Partners Fund, a series of Longleaf Partners Funds 
Trust. Does not include 84,000 shares held by one non-discretionary account 
over which the filing parties have neither voting nor dispositive authority. 
Beneficial ownership is expressly disclaimed with respect to these shares.

          (b) Southeastern generally has the sole power to dispose of or to 
direct the disposition of the Securities held for discretionary accounts of its 
investment clients, and may be granted the sole power to vote or direct the 
vote of such Securities; such powers may be retained by or shared with the 
respective clients for shared or non-discretionary accounts, for which 
Southeastern generally makes recommendations with respect thereto.  Shares held 
by any Series of Longleaf Partners Funds Trust are reported in the "shared" 
category.

          (c) Transactions in the Securities during the past sixty days are 
attached as Schedule II. 

          (d) The investment advisory clients of Southeastern have the sole 
right to receive and, subject to notice, to withdraw the proceeds from the sale 
of the Securities, and the sole power to direct the receipt of dividends from 
any of the Securities held for their respective accounts.  Such clients may 
also terminate the investment advisory agreements without penalty upon 
appropriate notice. Southeastern does not have an economic interest in any of 
the Securities reported herein.

          (e) Not applicable.


    
                                      SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify 
that the information set forth in this statement is true, complete and correct.


Dated:  June 28, 2005


                                        SOUTHEASTERN ASSET MANAGEMENT, INC.

                                        By /s/ Andrew R. McCarroll
                                        _______________________________
                                        Andrew R. McCarroll
                                        Vice President & General Counsel


                                        LONGLEAF PARTNERS FUND

                                        By /s/ O. Mason Hawkins
                                        _______________________________
                                        O. Mason Hawkins
                                        Trustee and Co-Portfolio Manager 
 

                                        O. MASON HAWKINS
                                        (Individually)

                                        /s/ O. Mason Hawkins
                                        _______________________________



                        Joint Filing Agreement

In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Amendment No. 1 to Schedule 13D with 
respect to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Amendment No. 1 to Schedule 
13D. In evidence thereof, the undersigned hereby execute this Agreement as
of June 28, 2005.


                                        Southeastern Asset Management, Inc.

                                        By:  /s/ Andrew R. McCarroll
                                        __________________________________
                                        Andrew R. McCarroll
                                        Vice President and General Counsel

                                        Longleaf Partners Fund  

                                        By: /s/ O. Mason Hawkins
                                        _______________________________
                                        O. Mason Hawkins
                                        Trustee and Co-Portfolio Manager
 
                                        O. Mason Hawkins, Individually

                                        /s/ O. Mason Hawkins
                                        _______________________________
                            


                                  Schedule II

                     Transactions in the Last Sixty Days

Transaction Type	Date		# of Shares 	Price per Share**

Sale			06/24/05	275,200* 	$39.82
Sale			06/14/05	  6,700		$40.30
Sale			06/13/05	 10,700		$39.83
Sale			06/10/05	 15,600		$39.51
Purchase		05/10/05	  7,000		$76.05
Purchase		05/05/05	  4,200		$76.19
Purchase		05/04/05	 11,000		$76.18
Purchase		05/03/05	 17,800		$76.18
Sale			04/27/05	 11,200		$76.09


Purchases and sales by Southeastern's private account clients, unless otherwise 
indicated, in the ordinary course of business on the American Stock Exchange or 
through Electronic Communication Networks (ECNs).

* Includes sales by Longleaf Partners Fund of 156,900 shares

** Net of commissions




1