SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                            SCHEDULE 13D
             Under the Securities Exchange Act of 1934

	                    Amendment No. 13

                   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)


                          March 31, 2008
             ___________________________________________
                   (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      :    1,463,700 shares
OWNED BY EACH REPORTING PERSON     ________________________________
WITH                               :(8) SHARED OR NO VOTING POWER

                                   :    1,530,800 shares (Shared)
                                          234,800 shares (None)
                                   ________________________________
                                   :(9) SOLE DISPOSITIVE POWER
                                   :   (Discretionary Accounts)
                                   :    1,692,500 shares
                                   ________________________________
                                   :(10) SHARED OR NO DISPOSITIVE POWER
                                   :    1,530,800 shares (Shared)
                                            6,000 shares (None)
___________________________________________________________________
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      3,229,300 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
      6.1%
___________________________________________________________________
(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

                                   : 	1,530,800 shares

                                   ________________________________
                                   :(9) SOLE DISPOSITIVE POWER
                                   :
                                   :      None
                                   ________________________________
                                   :(10) SHARED DISPOSITIVE POWER
                                   : 	1,530,800 shares

___________________________________________________________________
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,530,800 shares
___________________________________________________________________
(12)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
      CERTAIN SHARES [ ]
___________________________________________________________________
(13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
      2.9%
___________________________________________________________________
(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 3,229,300 shares of the common stock of
the Issuer, constituting approximately 6.1% of the 53,164,552 shares
outstanding.

                         Common                %  of outstanding
                         Shares Held           Common Shares
___________________________________________________________________
Voting Authority

Sole:                    1,463,700             2.8%
Shared:                  1,530,800*            2.9%
None:                      234,800             0.4%

Total                    3,229,300             6.1%

 *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:                    1,692,500             3.2%
Shared:                  1,530,800*            2.9%
None:                        6,000             0.0%

Total                    3,229,300             6.1%

*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:  April 3, 2008


                                   SOUTHEASTERN ASSET MANAGEMENT, INC.

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

                                   LONGLEAF PARTNERS FUND

                                   By Southeastern Asset Management, Inc.
                                   By /s/ Andrew R. McCarroll
                                   _______________________________
                                   Andrew R. McCarroll
                                   Vice President & General Counsel

                                   O. MASON HAWKINS, Individually

                                    /s/ O. Mason Hawkins
                                  ________________________________


                     Joint Filing Agreement

In accordance with Rule 13d-1(k) 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 April 3, 2008.


                                Southeastern Asset Management, Inc.

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

                                Longleaf Partners Fund
                                By Southeastern Asset Management, Inc.
                                By: /s/ Andrew R. McCarroll
                                __________________________________
                                Andrew R. McCarroll
                                Vice President & General Counsel

                                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                      01/02/08                2,000                   $62.54
Sale                      01/02/08                3,000                   $62.54
Sale                      01/02/08                2,000                   $62.54
Sale                      01/16/08                3,300                   $61.24
Sale                      01/16/08                2,300                   $61.24
Sale                      01/16/08                2,400                   $61.24
Sale                      01/16/08                1,000                   $61.24
Sale                      01/16/08                2,000                   $61.24
Sale                      01/16/08               14,500                   $61.24
Sale                      02/04/08                9,600                   $55.48
Sale                      02/04/08                  645                   $55.49
Sale                      02/05/08                8,155                   $54.30
Sale                      02/05/08                4,632                   $54.30
Sale                      02/06/08                9,268                   $52.03
Sale                      02/06/08                9,700                   $52.03
Sale                      02/06/08                4,000                   $52.03
Sale                      02/06/08                9,000                   $52.03
Sale                      03/31/08                2,500                   $38.95
Sale                      03/31/08               37,000                   $38.95
Sale                      03/31/08                1,000                   $38.95



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).  In addition to the above
transactions, on January 10 and March 20, 2008, clients of Southeastern
terminating their advisory relationship removed 10,000 and 7,000 shares
(respectively) from Southeastern's discretion.


* Net of commissions








1