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): November 4, 1996


                           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.

         This  Current  Report  on Form 8-K is being  filed for the  purpose  of
filing  the Trust  Indenture  Agreement  dated  November  4, 1996,  between  the
Company, as issuer, Telephone and Data Systems, Inc., as guarantor and The First
National Bank of Chicago,  as trustee related to the $226,245,000  Series A Zero
Coupon Notes Due 2006.


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:    November 29, 1996         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

  4.1          The Trust Indenture between the Company as issuer, Telephone
               and Data Systems, Inc. as guarantor, and The First National Bank
               of Chicago, as trustee for the Company's $226,245,000 Series A
               Zero Coupon Notes Due 2006.



                                        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": "96674571"}, "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): November 4, 1996

                           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.

         This  Current  Report  on Form 8-K is being  filed for the  purpose  of
filing  the Trust  Indenture  Agreement  dated  November  4, 1996,  between  the
Company, as issuer, Telephone and Data Systems, Inc., as guarantor and The First
National Bank of Chicago,  as trustee related to the $226,245,000  Series A Zero
Coupon Notes Due 2006.

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:    November 29, 1996         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

  4.1          The Trust Indenture between the Company as issuer, Telephone
               and Data Systems, Inc. as guarantor, and The First National Bank
               of Chicago, as trustee for the Company's $226,245,000 Series A
               Zero Coupon Notes Due 2006.

                                        4