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): March 15, 2000
                                                          --------------

                           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 March 15, 2000,  VoiceStream Wireless Corporation announced that its
subsidiary,  VoiceStream  Subsidiary IV  Corporation,  has  commenced  offers to
purchase for cash any or all of the  outstanding  Series A Zero Coupon Notes Due
2006 and the Series B Zero Coupon Notes due 2008 of Aerial Communications, Inc.

         This  Current  Report  on Form 8-K is being  filed for the  purpose  of
filing the joint news release issued by Aerial and VoiceStream  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:    March 15, 2000             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                       News   release,   dated   March  15,   2000,
                                    announcing  the  VoiceStream  offers for the
                                    Aerial's Series A and B Zero Coupon Notes.



                                        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": "571898"}, "business-address": {"street1": "8410 WEST BRYN MAWR AVE", "street2": "STE 1100", "city": "CHICAGO", "state": "IL", "zip": "60631", "phone": "7733994200"}, "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): March 15, 2000
                                                          --------------

                           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 March 15, 2000,  VoiceStream Wireless Corporation announced that its
subsidiary,  VoiceStream  Subsidiary IV  Corporation,  has  commenced  offers to
purchase for cash any or all of the  outstanding  Series A Zero Coupon Notes Due
2006 and the Series B Zero Coupon Notes due 2008 of Aerial Communications, Inc.

         This  Current  Report  on Form 8-K is being  filed for the  purpose  of
filing the joint news release issued by Aerial and VoiceStream  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:    March 15, 2000             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                       News   release,   dated   March  15,   2000,
                                    announcing  the  VoiceStream  offers for the
                                    Aerial's Series A and B Zero Coupon Notes.

                                        4