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 4, 1996


                         AMERICAN PORTABLE TELECOM, 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:  (312) 399-4200


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








<PAGE>




Item 5.  Other Events.

         This  Current  Report  on Form 8-K is being  filed for the  purpose  of
updating  the  Company's  financial  statements,  which  were  included  in  the
Company's  Registration  Statement  on Form S-1, as amended,  (Registration  No.
333-1514).  A revision have been made to Footnote 2(i)  resulting  from changing
the accounting  policy of amortizing PCS licenses  effective  January 1, 1996 to
amortizing the licenses upon commencement of service, which is expected in early
1997.  The revision  was made to conform to the  industry  standard of beginning
amortization of license costs upon commencement of service.


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:    June 5, 1996


American Portable Telecom, 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                  1995 Consolidated Financial Statements of
                             American Portable Telecom, Inc. and Subsidiaries



                                        4

<PAGE>
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{"company-data": {"conformed-name": "AMERICAN PORTABLE TELECOM 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": "96577879"}, "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"}}
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 4, 1996

                         AMERICAN PORTABLE TELECOM, 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:  (312) 399-4200

                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)
Item 5.  Other Events.

         This  Current  Report  on Form 8-K is being  filed for the  purpose  of
updating  the  Company's  financial  statements,  which  were  included  in  the
Company's  Registration  Statement  on Form S-1, as amended,  (Registration  No.
333-1514).  A revision have been made to Footnote 2(i)  resulting  from changing
the accounting  policy of amortizing PCS licenses  effective  January 1, 1996 to
amortizing the licenses upon commencement of service, which is expected in early
1997.  The revision  was made to conform to the  industry  standard of beginning
amortization of license costs upon commencement of service.

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:    June 5, 1996

American Portable Telecom, 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                  1995 Consolidated Financial Statements of
                             American Portable Telecom, Inc. and Subsidiaries

                                        4