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): September 17, 1999
                                                       ---------------------

                           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 September 20, 1999, Aerial Communications,  Inc. ("Aerial")
announced  that  its  Board  of  Directors  unanimously  approved  a  definitive
agreement  to  merge  with  VoiceStream  Wireless  Corporations  ("VoiceStream",
NASDAQ:  VSTR).  VoiceStream  and  Aerial  will  enter  into a  merger  in which
VoiceStream  will exchange 0.455 shares of VoiceStream  common stock for each of
Aerial's  Common Shares and Series A Common Shares.  Aerial public  shareholders
will  have a right  to  elect  to  receive  $18 in cash  in  lieu of  shares  of
VoiceStream.

         This  Current  Report  on Form 8-K is being  filed for the  purpose  of
filing the Aerial news release dated  September  20, 1999 and various  documents
related to the merger as exhibits.


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:    September 28, 1999         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

         99.1                       Aerial news release dated September 20,1999.

         99.2                       Agreement and Plan of  Reorganization  dated
                                    September   17,   1999   among   VoiceStream
                                    Wireless  Corporation,  VoiceStream Wireless
                                    Holding Corporation,  VoiceStream Subsidiary
                                    III Corporation, Aerial Communications, Inc.
                                    and  Telephone  and Data  Systems,  Inc.  is
                                    incorporated  herein  by  reference  to  the
                                    Telephone  and Data  Systems,  Inc. Form 8-K
                                    dated September 17, 1999.

         99.3                       Stockholder  Agreement dated as of September
                                    17,  1999 by and between  Telephone  an Data
                                    Systems,  Inc.  and  stockholder  of  Aerial
                                    Communications,    Inc.,   and   VoiceStream
                                    Wireless   Corporation,    and   VoiceStream
                                    Wireless Holding Corporation is incorporated
                                    herein by  reference  to the  Telephone  and
                                    Data Systems,  Inc. Form 8-K dated September
                                    17, 1999.

         99.4                       Indemnity  Agreement  dated as of  September
                                    17,   1999,   among   VoiceStream   Wireless
                                    Corporation,  VoiceStream  Wireless  Holding
                                    Corporation,  Aerial  Communications,  Inc.,
                                    Aerial   Operating   Company,    Inc.,   and
                                    Telephone   and  Data   Systems,   Inc.   is
                                    incorporated  herein  by  reference  to  the
                                    Telephone  and Data  Systems,  Inc. Form 8-K
                                    dated September 17, 1999.

         99.5                       Debt/Equity  Replacement  Agreement dated as
                                    of  September  17,  1999  made by and  among
                                    Telephone  and Data  Systems,  Inc.,  Aerial
                                    Communications,   Inc.,   Aerial   Operating
                                    Company,    Inc.,    VoiceStream    Wireless
                                    Corporation,    and   VoiceStream   Wireless
                                    Holding  Corporation is incorporated  herein
                                    by  reference  to  the  Telephone  and  Data
                                    Systems,  Inc. Form 8-K dated  September 17,
                                    1999.

         99.6                       Parent  Stockholder  Agreement  dated  as of
                                    September  17,  1999  by  and  among  Aerial
                                    Communications,  Inc.,  Telephone  and  Data
                                    Systems,    Inc.,    VoiceStream    Wireless
                                    Corporation,  VoiceStream  Wireless  Holding
                                    Corporation and the individuals and entities
                                    set forth on Schedule I is incorporated

                                                         4

<PAGE>



                                    herein by  reference  to the  Telephone  and
                                    Data Systems,  Inc. Form 8-K dated September
                                    17, 1999.

         99.7                       Settlement  Agreement and Release is entered
                                    into as of the 17th day of September 1999 by
                                    and among  Sonera Ltd.,  Sonera  Corporation
                                    U.S.,  Telephone  and  Data  Systems,  Inc.,
                                    Aerial  Communications,   Inc.,  and  Aerial
                                    Operating  Company,   Inc.  is  incorporated
                                    herein by  reference  to the  Telephone  and
                                    Data Systems,  Inc. Form 8-K dated September
                                    17,  1999.   This  agreement  is  joined  by
                                    VoiceStream    Wireless    Corporation   and
                                    VoiceStream Wireless Holding Corporation.




                                                         5

<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": "99719046"}, "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): September 17, 1999
                                                       ---------------------

                           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 September 20, 1999, Aerial Communications,  Inc. ("Aerial")
announced  that  its  Board  of  Directors  unanimously  approved  a  definitive
agreement  to  merge  with  VoiceStream  Wireless  Corporations  ("VoiceStream",
NASDAQ:  VSTR).  VoiceStream  and  Aerial  will  enter  into a  merger  in which
VoiceStream  will exchange 0.455 shares of VoiceStream  common stock for each of
Aerial's  Common Shares and Series A Common Shares.  Aerial public  shareholders
will  have a right  to  elect  to  receive  $18 in cash  in  lieu of  shares  of
VoiceStream.

         This  Current  Report  on Form 8-K is being  filed for the  purpose  of
filing the Aerial news release dated  September  20, 1999 and various  documents
related to the merger as exhibits.

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:    September 28, 1999         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

         99.1                       Aerial news release dated September 20,1999.

         99.2                       Agreement and Plan of  Reorganization  dated
                                    September   17,   1999   among   VoiceStream
                                    Wireless  Corporation,  VoiceStream Wireless
                                    Holding Corporation,  VoiceStream Subsidiary
                                    III Corporation, Aerial Communications, Inc.
                                    and  Telephone  and Data  Systems,  Inc.  is
                                    incorporated  herein  by  reference  to  the
                                    Telephone  and Data  Systems,  Inc. Form 8-K
                                    dated September 17, 1999.

         99.3                       Stockholder  Agreement dated as of September
                                    17,  1999 by and between  Telephone  an Data
                                    Systems,  Inc.  and  stockholder  of  Aerial
                                    Communications,    Inc.,   and   VoiceStream
                                    Wireless   Corporation,    and   VoiceStream
                                    Wireless Holding Corporation is incorporated
                                    herein by  reference  to the  Telephone  and
                                    Data Systems,  Inc. Form 8-K dated September
                                    17, 1999.

         99.4                       Indemnity  Agreement  dated as of  September
                                    17,   1999,   among   VoiceStream   Wireless
                                    Corporation,  VoiceStream  Wireless  Holding
                                    Corporation,  Aerial  Communications,  Inc.,
                                    Aerial   Operating   Company,    Inc.,   and
                                    Telephone   and  Data   Systems,   Inc.   is
                                    incorporated  herein  by  reference  to  the
                                    Telephone  and Data  Systems,  Inc. Form 8-K
                                    dated September 17, 1999.

         99.5                       Debt/Equity  Replacement  Agreement dated as
                                    of  September  17,  1999  made by and  among
                                    Telephone  and Data  Systems,  Inc.,  Aerial
                                    Communications,   Inc.,   Aerial   Operating
                                    Company,    Inc.,    VoiceStream    Wireless
                                    Corporation,    and   VoiceStream   Wireless
                                    Holding  Corporation is incorporated  herein
                                    by  reference  to  the  Telephone  and  Data
                                    Systems,  Inc. Form 8-K dated  September 17,
                                    1999.

         99.6                       Parent  Stockholder  Agreement  dated  as of
                                    September  17,  1999  by  and  among  Aerial
                                    Communications,  Inc.,  Telephone  and  Data
                                    Systems,    Inc.,    VoiceStream    Wireless
                                    Corporation,  VoiceStream  Wireless  Holding
                                    Corporation and the individuals and entities
                                    set forth on Schedule I is incorporated

                                                         4
herein by  reference  to the  Telephone  and
                                    Data Systems,  Inc. Form 8-K dated September
                                    17, 1999.

         99.7                       Settlement  Agreement and Release is entered
                                    into as of the 17th day of September 1999 by
                                    and among  Sonera Ltd.,  Sonera  Corporation
                                    U.S.,  Telephone  and  Data  Systems,  Inc.,
                                    Aerial  Communications,   Inc.,  and  Aerial
                                    Operating  Company,   Inc.  is  incorporated
                                    herein by  reference  to the  Telephone  and
                                    Data Systems,  Inc. Form 8-K dated September
                                    17,  1999.   This  agreement  is  joined  by
                                    VoiceStream    Wireless    Corporation   and
                                    VoiceStream Wireless Holding Corporation.

                                                         5