UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

CERTIFICATION  AND NOTICE OF TERMINATION OF REGISTRATION  UNDER SECTION 12(g) OF
THE SECURITIES  EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                                Commission File Number 333-03288

                           CS WIRELESS SYSTEMS, INC.
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             (Exact name of registrant as specified in its charter)

                     1101 Summit Avenue, Plano, Texas 75074
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         (Address,  including zip code,  and telephone  number,  including  area
code, of registrant's principal executive offices)

                11 3/8% Series B Senior Discount Notes due 2006
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            (Title of each class of securities covered by this Form)

                                      None
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       (Titles of all other classes of securities for which a duty to file
                 reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule  provision(s)
relied upon to terminate or suspend the duty to file reports:

     Rule 12g-4(a)(1)(i)      [ ]            Rule 12h-3(b)(1)(i)          [X]
     Rule 12g-4(a)(1)(ii)     [ ]            Rule 12h-3(b)(1)(ii)         [ ]
     Rule 12g-4(a)(2)(i)      [ ]            Rule 12h-3(b)(2)(i)          [ ]
     Rule 12g-4(a)(2)(ii)     [ ]            Rule 12h-3(b)(2)(ii)         [ ]
                                             Rule 15d-6                   [ ]

Approximate number of holders of record as of the certification or notice date:
two
Pursuant  to the  requirements  of the  Securities  Exchange  Act  of  1934,  CS
Wireless Systems, Inc.  has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.


Date:      March 28, 2000         By:  /s/ Scott D. Sullivan
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                                      Scott D. Sullivan, Chief Financial Officer

Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.