FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): June 1, 1998
                                                           ------------ 

                           Aerial Communications, Inc.
                           ---------------------------
             (Exact name of registrant as specified in its charter)


     Delaware                      0-28262                  39-1706857
     --------                      -------                  ----------
   (State or other               (Commission              (IRS Employer
    jurisdiction of              File Number)            Identification No.)
    incorporation)

                                    
                                                               
                                 
                                  
  8410 West Bryn Mawr, Suite 1100, Chicago, Illinois             60631
 ----------------------------------------------------           -------
         (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code:  (773) 399-4200


                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)








<PAGE>




Item 5.   Other Events.
          -------------
                     Agreement for Sale of Subsidiary Equity

                  On June 1, 1998, Aerial Communications,  Inc. (the "Company"),
APT Operating Company,  Inc., a wholly-owned  subsidiary of the Company ("AOC"),
Telephone and Data Systems, Inc., the parent corporation of the Company ("TDS"),
and Sonera Corporation,  a limited liability company organized under the laws of
Finland and formerly known as Telecom  Finland Ltd.  ("Sonera"),  entered into a
Purchase Agreement (the "Purchase Agreement") pursuant to which Sonera agreed to
purchase  from AOC  2,410,482  shares  of  common  stock of AOC (the  "Purchased
Shares")  for an  aggregate  purchase  price  of $200  million,  resulting  in a
purchase  price of  approximately  $82.971 per common  share of AOC ("AOC Common
Shares") and representing a 19.423% equity interest in AOC. Sonera will have the
right under certain  circumstances  (described below) to exchange each AOC Share
for  6.72919  Common  Shares of Aerial  ("Aerial  Common  Shares"),  subject  to
adjustment.  Upon the exchange of all of the Purchased Shares,  Sonera would own
an  18.452%  equity  interest  in  the  Company  (reflecting  a  purchase  price
equivalent to $12.33 per Aerial Common Share). If TDS has distributed  shares of
TDS common equity intended to separately reflect the performance of the personal
communications  service ("PCS") business of Aerial and its subsidiaries ("Aerial
Group  Shares"),  then each AOC Share would be exchanged  for a number of Aerial
Group Shares (initially  6.24341,  subject to adjustment)  representing the same
percentage interest in the PCS business.

                  The  closing of the  purchase  of the  Purchased  Shares  (the
"Closing") is subject to the satisfaction of certain  conditions,  including (I)
obtaining  from  the  Federal  Communications  Commission  ("FCC")  a  favorable
declaratory  ruling  granting  permission  to the  Company  and  its  subsidiary
licensees to exceed the 25% statutory  benchmark for indirect foreign  ownership
under the  Communications  Act of 1934, as amended,  and (ii) the  expiration or
early termination of all applicable waiting periods under the  Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.

                  The number of Purchased Shares is subject to adjustment if the
Aerial  Average (as defined  herein) for any 20  consecutive  trading day period
during the first  three  years after the date of Closing  (the  "Closing  Date")
exceeds certain threshold prices, as follows:

                                                 Resulting    Equivalent
             Aerial           Purchased Shares   % Equity     Resulting %
Threshold    Equivalent       Subject To         Interest     Equity Interest
Price        Share Price      Cancellation       in AOC       in the Company
---------    -----------      ----------------   ---------    ----------------

$ 9.50       $13.78           256,375            17.723%      16.837%
 10.50        15.23           207,082            16.297       15.482
 11.50        16.68           170,759            15.083       14.329


The Aerial  Average  refers to the daily means of the high and low sales  prices
for Aerial  Common  Shares or,  subject to  adjustment  to reflect the  issuance
thereof, Aerial Group Shares.

                  On the Closing  Date,  the  Company,  AOC, TDS and Sonera will
enter into an  Investment  Agreement  which will  provide,  inter alia,  for the
following:


                                        2

<PAGE>



         ( i) Appointment of Directors.  The Company will increase the number of
 members of its Board of Directors to at least 12 and add two directors 
designated by Sonera to such Board.

         (ii) Subscription Rights for AOC Common Shares. Each of the Company and
Sonera will have  subscription  rights,  exercisable upon the issuance by AOC of
AOC Common  Shares or certain  convertible  securities,  permitting  each of the
Company and Sonera to purchase that  proportion  of each such issuance  equal to
the   proportion   of  AOC  Common  Shares  owned  by  the  Company  or  Sonera,
respectively, immediately prior to such issuance.

         (iii)  Option to Acquire  Additional  AOC Common  Shares.  Prior to the
tenth  anniversary of the Closing Date,  Sonera will have the option to purchase
additional AOC Common Shares to increase its percentage  equity  interest in AOC
to 20% at various prices (subject to certain minimum prices)  implying a premium
of at least 30% of the 20-day  Aerial  Average at the time of  exercise  of such
option,  except that there will be no premium to the extent  that such  purchase
either  (A) is in lieu of the  purchase  by Sonera of New Issue  Securities  (as
defined  herein)  or (B)  results  from the  conversion  by  Sonera of New Issue
Securities  purchased  and so  converted  during the first three years after the
Closing Date.

         (iv)  Subscription  Rights for  Aerial  Common  Shares or Aerial  Group
Shares.  Prior to the tenth  anniversary  of the Closing Date,  Sonera will have
subscription  rights,  exercisable upon (A) the issuance for cash by the Company
of Aerial Common Shares (subject to certain  exceptions) or certain  convertible
securities,  to  purchase  100% of such  Aerial  Common  Shares  or  convertible
securities,  subject to the  subscription  rights of TDS with respect thereto or
(B) the  issuance  for cash by TDS of Aerial  Group  Shares  (subject to certain
exceptions) or certain convertible securities,  to purchase 17.5% of such Aerial
Group Shares or  convertible  securities  (such Aerial  Common  Shares or Aerial
Group Shares, as applicable, and convertible securities being referred to as the
"New Issue  Securities"),  such subscription  rights being subject to an overall
limitation on Sonera's maximum percentage equity interest of approximately 33%.

         (v) Restrictions on Transfer of AOC Common Shares.  Except with respect
to transfers to permitted  affiliate  transferees  and in certain  other limited
circumstances, Sonera will be prohibited from transferring AOC Common Shares (A)
prior to the fifth  anniversary  of the Closing  Date without the consent of TDS
and the Company and (B) after the fifth  anniversary of the Closing Date without
first engaging in good faith  negotiations  with the Company for the transfer of
the AOC Common Shares to the Company.

         (vi) Equity Exchanges. (A) Prior to the fifth anniversary of the 
Closing Date, Sonera will not have the right to exchange the AOC Common Shares 
owned by Sonera except in the event of (1) a change of control of TDS, (2) a 
going private transaction involving TDS or (3) a sale of all or substantially 
all of the assets of AOC and its subsidiaries.

                  (B) At any time  after the ninth  anniversary  of the  Closing
Date,  Sonera will have the right to require the Company to purchase  all of the
AOC Common Shares owned by Sonera in exchange for, at the Company's option,  (1)
Aerial Common Shares (or, if distributed,  Aerial Group Shares),  (2) TDS Common
Shares  (or,  if  distributed,  Aerial  Group  Shares),  (3)  cash  or  (4)  any
combination of the foregoing.  Sonera will have the right to exercise such right
in cumulative  20%  increments  during the 30 days  following each of the fifth,
sixth, seventh and eighth anniversaries of the Closing Date.


                                        3

<PAGE>



                  (C) At any time  after the tenth  anniversary  of the  Closing
Date, Sonera will have the right to exchange AOC Common Shares for Aerial Common
Shares (or, if distributed, Aerial Group Shares).

         (vii) Issuance of Derivative  Security.  After the fifth anniversary of
the  Closing  Date (or  prior  to such  fifth  anniversary  in  certain  limited
circumstances) and prior to the tenth anniversary thereof,  Sonera will have the
right to issue a derivative security which becomes  exchangeable after the tenth
anniversary  for AOC Common Shares owned by Sonera.  At any time after the tenth
anniversary  of the Closing Date,  the Company will have the right to repurchase
all of such AOC Common  Shares in exchange  for, at the  Company's  option,  (A)
Aerial Common Shares (or, if distributed,  Aerial Group Shares),  (B) TDS Common
Shares  (or,  if  distributed,  Aerial  Group  Shares),  ( C)  cash  or (D)  any
combination of the foregoing.

         (viii)  Restrictions  on  Acquisition of Aerial Common Shares or Aerial
Group Shares. Prior to the tenth anniversary of the Closing Date, Sonera will be
prohibited from acquiring any Aerial Common Shares or Aerial Group Shares except
as set forth above.

         (ix)  Restrictions  on Certain  Disposition  Transactions.  TDS and the
Company  will  be  prohibited  from  entering  into  certain  transactions  (not
including certain spin-off or similar transactions) resulting in the disposition
of the Company or AOC,  respectively,  without first  engaging in exclusive good
faith negotiations with Sonera regarding such disposition  transaction,  subject
to certain  tag-along rights of Sonera and certain  drag-along rights of TDS and
the Company.

         (xi) Certain  Transactions  Involving  Sonera. In the event that Sonera
enters into a transaction providing for a reorganization,  merger, consolidation
or other combination,  or for the disposition of all or substantially all of the
assets of Sonera, and such transaction  involves a material competitor of TDS or
the Company,  then TDS and the Company will have the right to require  Sonera to
use its reasonable best efforts to negotiate a transfer of all of the AOC Common
Shares to a person reasonably acceptable to TDS and the Company.

Certain of the foregoing  rights are subject to termination  upon the occurrence
of  certain  events,  such as the  failure  of Sonera to  maintain  a  specified
percentage  equity  interest,  the transfer by Sonera of AOC Common Shares,  the
issuance by Sonera of a derivative  security,  the failure of Sonera to exercise
its subscription rights or the passage of time.

                  On the Closing Date, the existing  Revolving  Credit Agreement
between the Company and TDS will be terminated and a new credit agreement,  with
substantially  the same  terms,  between  AOC and TDS will be  substituted.  The
Company will guarantee  AOC's  obligations  under the new credit  agreement.  In
addition,  AOC will  become a party to the  existing  Tax  Allocation  Agreement
between TDS and the Company.

                  On the Closing Date,  the Company and Sonera will enter into a
Registration  Rights  Agreement  which will  provide  Sonera  with three  demand
registrations  and five  piggyback  registrations  with respect to Aerial Common
Shares or Aerial Group Shares,  as applicable,  during the period  commencing on
the fifth  anniversary  of the Closing  Date and  terminating  on the  twentieth
anniversary  of the Closing Date (subject to earlier  termination  under certain
circumstances).


                                        4

<PAGE>



                  On the  Closing  Date,  the  Company,  AOC,  Sonera and Sonera
Corporation  U.S., a wholly-owned  subsidiary of Sonera  ("Sonera  U.S."),  will
enter into a Joint Venture  Agreement which,  subject to certain  exceptions and
limitations  set forth  therein,  will serve during the  Exclusivity  Period (as
defined  herein) as the  exclusive  vehicle  through  which the parties will (I)
acquire licenses issued by the FCC to provide broadband PCS in the United States
and (ii) build and  operate  systems  with  respect to such  licenses  utilizing
Global  Systems For Mobile  Communications  Technology,  subject to such changes
resulting from the evolution of such technology or the development of subsequent
technologies based thereon or derived therefrom. It is contemplated by the Joint
Venture  Agreement  that  AOC and  Sonera  U.S.  will  form a  separate  limited
liability company (each an "LLC"),  which may include additional  investors,  to
operate  each market in which a broadband  PCS license is acquired  and that AOC
(or an  affiliate  thereof)  will  manage the system  with  respect to each such
broadband  PCS license so acquired.  In  consideration  of  performance  of such
management  services  with  respect to each LLC,  AOC will receive a 15% carried
interest  in such  LLC,  which  carried  interest  will be  subject  to  partial
divestiture  under certain  circumstances  during the first five years after the
formation of such LLC. The Exclusivity  Period will commence on the Closing Date
and  terminate  on the  earlier  to occur of (A) the  fifth  anniversary  of the
Closing Date or (B) the date upon which Sonera U.S. has invested an aggregate of
$400  million in the  equity of one or more LLCs  formed  pursuant  to the Joint
Venture Agreement.

         This  Current  Report  on Form 8-K is being  filed for the  purpose  of
filing the Aerial news  release  dated June 2, 1998 and the  Purchase  Agreement
dated  June  1,  1998,   between  Telephone  and  Data  Systems,   Inc.,  Aerial
Communications, Inc., APT Operating Company, Inc.
and Sonera Corporation.


Item 7.           Financial Statements and Exhibits
                  ---------------------------------
( c)     Exhibits
         --------
         The exhibits  accompanying  this report are listed in the  accompanying
Exhibit Index.


                                        5

<PAGE>





                                 SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereto duly authorized.


Date:    June  16, 1998            AERIAL COMMUNICATIONS, INC.
                                   (Registrant)





                                    By: /s/ J. Clarke  Smith
                                       -------------------------------------
                                    J. Clarke Smith
                                    Vice President - Finance and Administration,
                                    Chief Financial Officer and Treasurer












                                        6

<PAGE>




                                  EXHIBIT INDEX


Exhibit Number            Description of Exhibit
--------------            ----------------------

    99.1                  Aerial news release dated June 2, 1998.

    99.2                  The Purchase Agreement between Telephone and Data 
                          Systems, Inc. Aerial Communications, Inc., APT 
                          Operating Co., Inc. and Sonera Corporation dated June 
                          1, 1998.























                                        7

<PAGE>
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{"company-data": {"conformed-name": "AERIAL COMMUNICATIONS INC", "cik": "0001008614", "assigned-sic": "4812", "irs-number": "391706857", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28262", "film-number": "98649015"}, "business-address": {"street1": "8410 WEST BRYN MAWR AVE", "street2": "STE 1100", "city": "CHICAGO", "state": "IL", "zip": "60631", "phone": "3123994200"}, "mail-address": {"street1": "8410 WEST BRYN MAWR AVE", "street2": "STE 1100", "city": "CHICAGO", "state": "IL", "zip": "60631-3486"}, "former-company": {"former-conformed-name": "AMERICAN PORTABLE TELECOM INC", "date-changed": "19960221"}}
FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): June 1, 1998
                                                           ------------ 

                           Aerial Communications, Inc.
                           ---------------------------
             (Exact name of registrant as specified in its charter)

     Delaware                      0-28262                  39-1706857
     --------                      -------                  ----------
   (State or other               (Commission              (IRS Employer
    jurisdiction of              File Number)            Identification No.)
    incorporation)

                                    
                                                               
                                 
                                  
  8410 West Bryn Mawr, Suite 1100, Chicago, Illinois             60631
 ----------------------------------------------------           -------
         (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code:  (773) 399-4200

                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)
Item 5.   Other Events.
          -------------
                     Agreement for Sale of Subsidiary Equity

                  On June 1, 1998, Aerial Communications,  Inc. (the "Company"),
APT Operating Company,  Inc., a wholly-owned  subsidiary of the Company ("AOC"),
Telephone and Data Systems, Inc., the parent corporation of the Company ("TDS"),
and Sonera Corporation,  a limited liability company organized under the laws of
Finland and formerly known as Telecom  Finland Ltd.  ("Sonera"),  entered into a
Purchase Agreement (the "Purchase Agreement") pursuant to which Sonera agreed to
purchase  from AOC  2,410,482  shares  of  common  stock of AOC (the  "Purchased
Shares")  for an  aggregate  purchase  price  of $200  million,  resulting  in a
purchase  price of  approximately  $82.971 per common  share of AOC ("AOC Common
Shares") and representing a 19.423% equity interest in AOC. Sonera will have the
right under certain  circumstances  (described below) to exchange each AOC Share
for  6.72919  Common  Shares of Aerial  ("Aerial  Common  Shares"),  subject  to
adjustment.  Upon the exchange of all of the Purchased Shares,  Sonera would own
an  18.452%  equity  interest  in  the  Company  (reflecting  a  purchase  price
equivalent to $12.33 per Aerial Common Share). If TDS has distributed  shares of
TDS common equity intended to separately reflect the performance of the personal
communications  service ("PCS") business of Aerial and its subsidiaries ("Aerial
Group  Shares"),  then each AOC Share would be exchanged  for a number of Aerial
Group Shares (initially  6.24341,  subject to adjustment)  representing the same
percentage interest in the PCS business.

                  The  closing of the  purchase  of the  Purchased  Shares  (the
"Closing") is subject to the satisfaction of certain  conditions,  including (I)
obtaining  from  the  Federal  Communications  Commission  ("FCC")  a  favorable
declaratory  ruling  granting  permission  to the  Company  and  its  subsidiary
licensees to exceed the 25% statutory  benchmark for indirect foreign  ownership
under the  Communications  Act of 1934, as amended,  and (ii) the  expiration or
early termination of all applicable waiting periods under the  Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.

                  The number of Purchased Shares is subject to adjustment if the
Aerial  Average (as defined  herein) for any 20  consecutive  trading day period
during the first  three  years after the date of Closing  (the  "Closing  Date")
exceeds certain threshold prices, as follows:

                                                 Resulting    Equivalent
             Aerial           Purchased Shares   % Equity     Resulting %
Threshold    Equivalent       Subject To         Interest     Equity Interest
Price        Share Price      Cancellation       in AOC       in the Company
---------    -----------      ----------------   ---------    ----------------

$ 9.50       $13.78           256,375            17.723%      16.837%
 10.50        15.23           207,082            16.297       15.482
 11.50        16.68           170,759            15.083       14.329

The Aerial  Average  refers to the daily means of the high and low sales  prices
for Aerial  Common  Shares or,  subject to  adjustment  to reflect the  issuance
thereof, Aerial Group Shares.

                  On the Closing  Date,  the  Company,  AOC, TDS and Sonera will
enter into an  Investment  Agreement  which will  provide,  inter alia,  for the
following:

                                        2
( i) Appointment of Directors.  The Company will increase the number of
 members of its Board of Directors to at least 12 and add two directors 
designated by Sonera to such Board.

         (ii) Subscription Rights for AOC Common Shares. Each of the Company and
Sonera will have  subscription  rights,  exercisable upon the issuance by AOC of
AOC Common  Shares or certain  convertible  securities,  permitting  each of the
Company and Sonera to purchase that  proportion  of each such issuance  equal to
the   proportion   of  AOC  Common  Shares  owned  by  the  Company  or  Sonera,
respectively, immediately prior to such issuance.

         (iii)  Option to Acquire  Additional  AOC Common  Shares.  Prior to the
tenth  anniversary of the Closing Date,  Sonera will have the option to purchase
additional AOC Common Shares to increase its percentage  equity  interest in AOC
to 20% at various prices (subject to certain minimum prices)  implying a premium
of at least 30% of the 20-day  Aerial  Average at the time of  exercise  of such
option,  except that there will be no premium to the extent  that such  purchase
either  (A) is in lieu of the  purchase  by Sonera of New Issue  Securities  (as
defined  herein)  or (B)  results  from the  conversion  by  Sonera of New Issue
Securities  purchased  and so  converted  during the first three years after the
Closing Date.

         (iv)  Subscription  Rights for  Aerial  Common  Shares or Aerial  Group
Shares.  Prior to the tenth  anniversary  of the Closing Date,  Sonera will have
subscription  rights,  exercisable upon (A) the issuance for cash by the Company
of Aerial Common Shares (subject to certain  exceptions) or certain  convertible
securities,  to  purchase  100% of such  Aerial  Common  Shares  or  convertible
securities,  subject to the  subscription  rights of TDS with respect thereto or
(B) the  issuance  for cash by TDS of Aerial  Group  Shares  (subject to certain
exceptions) or certain convertible securities,  to purchase 17.5% of such Aerial
Group Shares or  convertible  securities  (such Aerial  Common  Shares or Aerial
Group Shares, as applicable, and convertible securities being referred to as the
"New Issue  Securities"),  such subscription  rights being subject to an overall
limitation on Sonera's maximum percentage equity interest of approximately 33%.

         (v) Restrictions on Transfer of AOC Common Shares.  Except with respect
to transfers to permitted  affiliate  transferees  and in certain  other limited
circumstances, Sonera will be prohibited from transferring AOC Common Shares (A)
prior to the fifth  anniversary  of the Closing  Date without the consent of TDS
and the Company and (B) after the fifth  anniversary of the Closing Date without
first engaging in good faith  negotiations  with the Company for the transfer of
the AOC Common Shares to the Company.

         (vi) Equity Exchanges. (A) Prior to the fifth anniversary of the 
Closing Date, Sonera will not have the right to exchange the AOC Common Shares 
owned by Sonera except in the event of (1) a change of control of TDS, (2) a 
going private transaction involving TDS or (3) a sale of all or substantially 
all of the assets of AOC and its subsidiaries.

                  (B) At any time  after the ninth  anniversary  of the  Closing
Date,  Sonera will have the right to require the Company to purchase  all of the
AOC Common Shares owned by Sonera in exchange for, at the Company's option,  (1)
Aerial Common Shares (or, if distributed,  Aerial Group Shares),  (2) TDS Common
Shares  (or,  if  distributed,  Aerial  Group  Shares),  (3)  cash  or  (4)  any
combination of the foregoing.  Sonera will have the right to exercise such right
in cumulative  20%  increments  during the 30 days  following each of the fifth,
sixth, seventh and eighth anniversaries of the Closing Date.

                                        3
(C) At any time  after the tenth  anniversary  of the  Closing
Date, Sonera will have the right to exchange AOC Common Shares for Aerial Common
Shares (or, if distributed, Aerial Group Shares).

         (vii) Issuance of Derivative  Security.  After the fifth anniversary of
the  Closing  Date (or  prior  to such  fifth  anniversary  in  certain  limited
circumstances) and prior to the tenth anniversary thereof,  Sonera will have the
right to issue a derivative security which becomes  exchangeable after the tenth
anniversary  for AOC Common Shares owned by Sonera.  At any time after the tenth
anniversary  of the Closing Date,  the Company will have the right to repurchase
all of such AOC Common  Shares in exchange  for, at the  Company's  option,  (A)
Aerial Common Shares (or, if distributed,  Aerial Group Shares),  (B) TDS Common
Shares  (or,  if  distributed,  Aerial  Group  Shares),  ( C)  cash  or (D)  any
combination of the foregoing.

         (viii)  Restrictions  on  Acquisition of Aerial Common Shares or Aerial
Group Shares. Prior to the tenth anniversary of the Closing Date, Sonera will be
prohibited from acquiring any Aerial Common Shares or Aerial Group Shares except
as set forth above.

         (ix)  Restrictions  on Certain  Disposition  Transactions.  TDS and the
Company  will  be  prohibited  from  entering  into  certain  transactions  (not
including certain spin-off or similar transactions) resulting in the disposition
of the Company or AOC,  respectively,  without first  engaging in exclusive good
faith negotiations with Sonera regarding such disposition  transaction,  subject
to certain  tag-along rights of Sonera and certain  drag-along rights of TDS and
the Company.

         (xi) Certain  Transactions  Involving  Sonera. In the event that Sonera
enters into a transaction providing for a reorganization,  merger, consolidation
or other combination,  or for the disposition of all or substantially all of the
assets of Sonera, and such transaction  involves a material competitor of TDS or
the Company,  then TDS and the Company will have the right to require  Sonera to
use its reasonable best efforts to negotiate a transfer of all of the AOC Common
Shares to a person reasonably acceptable to TDS and the Company.

Certain of the foregoing  rights are subject to termination  upon the occurrence
of  certain  events,  such as the  failure  of Sonera to  maintain  a  specified
percentage  equity  interest,  the transfer by Sonera of AOC Common Shares,  the
issuance by Sonera of a derivative  security,  the failure of Sonera to exercise
its subscription rights or the passage of time.

                  On the Closing Date, the existing  Revolving  Credit Agreement
between the Company and TDS will be terminated and a new credit agreement,  with
substantially  the same  terms,  between  AOC and TDS will be  substituted.  The
Company will guarantee  AOC's  obligations  under the new credit  agreement.  In
addition,  AOC will  become a party to the  existing  Tax  Allocation  Agreement
between TDS and the Company.

                  On the Closing Date,  the Company and Sonera will enter into a
Registration  Rights  Agreement  which will  provide  Sonera  with three  demand
registrations  and five  piggyback  registrations  with respect to Aerial Common
Shares or Aerial Group Shares,  as applicable,  during the period  commencing on
the fifth  anniversary  of the Closing  Date and  terminating  on the  twentieth
anniversary  of the Closing Date (subject to earlier  termination  under certain
circumstances).

                                        4
On the  Closing  Date,  the  Company,  AOC,  Sonera and Sonera
Corporation  U.S., a wholly-owned  subsidiary of Sonera  ("Sonera  U.S."),  will
enter into a Joint Venture  Agreement which,  subject to certain  exceptions and
limitations  set forth  therein,  will serve during the  Exclusivity  Period (as
defined  herein) as the  exclusive  vehicle  through  which the parties will (I)
acquire licenses issued by the FCC to provide broadband PCS in the United States
and (ii) build and  operate  systems  with  respect to such  licenses  utilizing
Global  Systems For Mobile  Communications  Technology,  subject to such changes
resulting from the evolution of such technology or the development of subsequent
technologies based thereon or derived therefrom. It is contemplated by the Joint
Venture  Agreement  that  AOC and  Sonera  U.S.  will  form a  separate  limited
liability company (each an "LLC"),  which may include additional  investors,  to
operate  each market in which a broadband  PCS license is acquired  and that AOC
(or an  affiliate  thereof)  will  manage the system  with  respect to each such
broadband  PCS license so acquired.  In  consideration  of  performance  of such
management  services  with  respect to each LLC,  AOC will receive a 15% carried
interest  in such  LLC,  which  carried  interest  will be  subject  to  partial
divestiture  under certain  circumstances  during the first five years after the
formation of such LLC. The Exclusivity  Period will commence on the Closing Date
and  terminate  on the  earlier  to occur of (A) the  fifth  anniversary  of the
Closing Date or (B) the date upon which Sonera U.S. has invested an aggregate of
$400  million in the  equity of one or more LLCs  formed  pursuant  to the Joint
Venture Agreement.

         This  Current  Report  on Form 8-K is being  filed for the  purpose  of
filing the Aerial news  release  dated June 2, 1998 and the  Purchase  Agreement
dated  June  1,  1998,   between  Telephone  and  Data  Systems,   Inc.,  Aerial
Communications, Inc., APT Operating Company, Inc.
and Sonera Corporation.

Item 7.           Financial Statements and Exhibits
                  ---------------------------------
( c)     Exhibits
         --------
         The exhibits  accompanying  this report are listed in the  accompanying
Exhibit Index.

                                        5
SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereto duly authorized.

Date:    June  16, 1998            AERIAL COMMUNICATIONS, INC.
                                   (Registrant)

                                    By: /s/ J. Clarke  Smith
                                       -------------------------------------
                                    J. Clarke Smith
                                    Vice President - Finance and Administration,
                                    Chief Financial Officer and Treasurer

                                        6
EXHIBIT INDEX

Exhibit Number            Description of Exhibit
--------------            ----------------------

    99.1                  Aerial news release dated June 2, 1998.

    99.2                  The Purchase Agreement between Telephone and Data 
                          Systems, Inc. Aerial Communications, Inc., APT 
                          Operating Co., Inc. and Sonera Corporation dated June 
                          1, 1998.

                                        7