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 33-71662
                                                                         0-22888

                           CAI Wireless Systems, Inc.
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             (Exact name of registrant as specified in its charter)

              18 Corporate Woods Boulevard, Albany, New York 12211
                                 (518) 462-2632
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  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                         Common Stock, Without Par Value
                     Common Stock, Par Value $.01 Per Share
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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:  One
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Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  CAI
Wireless Systems, Inc. has caused this  certification/notice to be signed on its
behalf by the undersigned duly authorized person.

Date:  September 1, 1999                     By:  /s/ Scott D. Sullivan
                                             -----------------------------------
                                             Name:  Scott D. Sullivan
                                             Title: 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.