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): December 18, 1997


                           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.

         On December  18, 1997,  Aerial  Communications,  Inc.  ("Aerial" or the
"Company")  announced  that it has  received  an offer from its parent  company,
Telephone and Data Systems,  Inc.  [AMEX:TDS],  to acquire all of the issued and
outstanding Common Shares of Aerial not already owned by TDS. The offer is being
made in connection  with, and is subject to TDS shareholder  approval of and the
effectiveness  of, TDS's announced  corporate  restructuring.  The restructuring
plan calls for TDS to issue three new classes of common stock, commonly known as
"Tracking  Stocks," each of which is intended to separately reflect one of TDS's
primary business groups.

         This  Current  Report  on Form 8-K is being  filed for the  purpose  of
filing the news release issued by the Company  relating to such  announcement as
an exhibit.



Item 7.           Financial Statements and Exhibits

(c)      Exhibits

         The exhibits  accompanying  this report are listed in the  accompanying
Exhibit Index.




                                        2

<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:    December 29, 1997          AERIAL COMMUNICATIONS, INC.
                                    (Registrant)





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












                                        3

<PAGE>




                                  EXHIBIT INDEX


Exhibit Number                      Description of Exhibit
--------------                      ----------------------
      99                            News release dated December 18, 1997





                                        4
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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": "97745899"}, "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): December 18, 1997

                           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.

         On December  18, 1997,  Aerial  Communications,  Inc.  ("Aerial" or the
"Company")  announced  that it has  received  an offer from its parent  company,
Telephone and Data Systems,  Inc.  [AMEX:TDS],  to acquire all of the issued and
outstanding Common Shares of Aerial not already owned by TDS. The offer is being
made in connection  with, and is subject to TDS shareholder  approval of and the
effectiveness  of, TDS's announced  corporate  restructuring.  The restructuring
plan calls for TDS to issue three new classes of common stock, commonly known as
"Tracking  Stocks," each of which is intended to separately reflect one of TDS's
primary business groups.

         This  Current  Report  on Form 8-K is being  filed for the  purpose  of
filing the news release issued by the Company  relating to such  announcement as
an exhibit.

Item 7.           Financial Statements and Exhibits

(c)      Exhibits

         The exhibits  accompanying  this report are listed in the  accompanying
Exhibit Index.

                                        2
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:    December 29, 1997          AERIAL COMMUNICATIONS, INC.
                                    (Registrant)

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

                                        3
EXHIBIT INDEX

Exhibit Number                      Description of Exhibit
--------------                      ----------------------
      99                            News release dated December 18, 1997

                                        4