U.S. SECURITIES AND EXCHANGE COMMISSION
                                        
                             WASHINGTON, D.C. 20549
                                        
                                  FORM 12B-25

                                                 SEC FILE NUMBER - 0-22888
NOTIFICATION OF LATE FILING
                                                 CUSIP NUMBER

     (CHECK ONE):

[     ]  Form 10-K and Form 10-KSB [    ]  Form 20-F [  ]  Form 11-K
[ X   ]  Form 10-Q and 10-QSB      [    ]  Form N-SAR

     For Period Ended: September 30, 1997

     [  ]  Transition Report on Form 10-K or 10-KSB
     [  ]  Transition Report on Form 20-F
     [  ]  Transition Report on Form 11-K
     [  ]  Transition Report on Form 10-Q or 10-QSB
     [  ]  Transition Report on Form N-SAR
     For the Transition Period Ended:___________________________________


     READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM.  PLEASE PRINT
OR TYPE.

     Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

     If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification
relates:___________________________________


PART 1 - REGISTRANT INFORMATION


Full Name of Registrant
                           CAI WIRELESS SYSTEMS, INC.

Address of Principal Executive Office (STREET AND NUMBER)

                   18 CORPORATE WOODS BOULEVARD, THIRD FLOOR

City, State and Zip Code
                             ALBANY, NEW YORK 12211


PART II - RULE 12B-25(B) AND (C)

     If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule 12b-
25(b), the following should be completed.  (Check box if appropriate)

[ X ] (a)  The reasons described in reasonable detail in Part III of this
           form could not be eliminated without unreasonable effort or expense;

[ X ] (b)  The subject annual report, semi-annual report, transition
           report on Form 10-K or 10-KSB, Form 20-F, 11-K or Form N-SAR, or
           portion thereof will be filed on or before the fifteenth calendar day
           following the prescribed due date; or the subject quarterly report or
           transition report on Form 10-Q or 10-QSB, or portion thereof will be
           filed on or before the fifth calendar day following the prescribed
           due date; and

[   ] (c)  The accountant's statement or other exhibit required by Rule
           12b-25(c) has been attached if applicable.


PART III - NARRATIVE

     State below in reasonable detail the reasons why Form 10-K, 10-KSB,
20-F, 11-K, 10-Q, 10-QSB, N-SAR or the transition report or portion
thereof could not be filed within the prescribed period:

     On November 14, 1997, the registrant executed a commitment letter
     with an existing investor ("Investor"), pursuant to which Investor
     has agreed to provide a $25 million credit facility to the
     registrant, the proceeds of which will be used, in substantial
     part, to repay the registrant's current credit facility provided by
     Foothill Capital Corporation and affiliates of Canyon Capital
     Management, L.P.  As a result of negotiations relating to,  and the
     timing of the execution of, a final commitment letter with Investor
     (late afternoon on November 14, 1997), the registrant was unable to
     finalize and file its quarterly report on Form 10-Q for the quarter
     ended September 30, 1997 without unreasonable effort or expense.








PART IV - OTHER INFORMATION

     (1)  Name and telephone number of person to contact in regard to
this notification:

     WAYNE BARR, JR., ESQ.    (518)          462-2632
          (Name)              (Area Code)  (Telephone Number)

     (2)  Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for
such shorter period that the registrant was required to file such
report(s) been filed?  If answer is no, identify report(s).

                              [ X ]  Yes  [  ]  No

     (3)  Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will
be reflected by the earnings statements to be included in the subject
report or portion thereof?


                              [  ]  Yes [ X ]  No


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

has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: November 17, 1997  By:  /s/ James P. Ashman
                              James P. Ashman
                              Executive Vice President and CFO


                                   ATTENTION

Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).