8-K

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    ------------------------------------

                                  FORM 8-K

                               CURRENT REPORT

   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported) December 29, 1997
                            (November 25, 1997)

                         CAI WIRELESS SYSTEMS, INC.

           (Exact name of registrant as specified in its charter)

     Connecticut                    0-22888                 06-1324691
    -------------------        ------------------        ----------------
    (State or other             (Commission File           (IRS Employer
     jurisdiction of                  Number)              Identification
     incorporation)                                        No.)

                 18 Corporate Woods Blvd., Albany, NY 12211
            (Address of principal executive offices) (Zip Code)

     Registrant's telephone number, including area code (518) 462-2632


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       (Former name or former address, if changed since last report)




Item 5 - OTHER EVENTS

        Financing Matters. On November 25, 1997, CAI Wireless Systems, Inc.
("CAI") sold $25 million of its 13% Senior Secured Notes (the "Notes") to
an existing investor (the "Investor"). CAI used approximately $17.3 million
of the proceeds to repay all amounts outstanding under the credit facility
provided to CAI by Foothill Capital Corporation and affiliates of Canyon
Capital Management, L.P. (the "F/C Credit Facility"; see the Company's
Current Report on Form 8-K dated June 27, 1997 (the "June 8-K") for a
description of the F/C Credit Facility). Net proceeds to CAI from the sale
of the Notes were approximately $7.3 million, after paying expenses
associated with this transaction.

        The Notes are short-term obligations of CAI, maturing on February
20, 1998, and were sold pursuant to the terms of a Note Purchase Agreement
between CAI and certain of its wholly-owned subsidiaries and the Investor
(the "Agreement"). Interest on the Notes is payable at maturity. In
addition to fees and expenses associated with the issuance and sale of the
Notes, CAI is required to pay a $250,000 commitment fee to the Investor,
which fee is also due at maturity.

        As collateral for the Notes, CAI granted a blanket lien on all of
its assets, including the stock of substantially all of its wholly-owned
subsidiaries, as well as a pledge of its 51% interest in CS Wireless
Systems, Inc., an MMDS operator based in Plano, Texas, and pledges of its
interest in TelQuest Satellite Ventures LLC and Wireless Enterprises,
L.L.C. The Agreement contains covenants that are usual and customary for
transactions of this type, including a series of negative covenants
intended to preserve the value of the collateral pledged by CAI for the
benefit of the Investor.

        In connection with the early termination of the F/C Credit
Facility, the Company will take a third quarter charge of approximately
$4.7 million, representing the cost associated with the F/C Credit Facility
that the Company was originally amortizing over the 2-year term of
the F/C Credit Facility. This is a non-recurring charge.

        CAI is continuing to work with its financial advisors to devise a
comprehensive plan for financing to meet the Company's on-going needs, and
is in the process of engaging BT Alex. Brown Incorporated as its financial
advisor for the next nine months. As of December 23, 1997, the Company had
approximately $4.2 million in cash. The Company projects that net cash
utilized by operations will be approximately $7.5 million for the 3-month
period ending March 31, 1998. As of December 23, 1997, the Company had
outstanding payables of approximately $4.0 million, which amount is not
included in the $7.5 million necessary to fund the Company through the end
of fiscal 1998, and which amount does not include certain disputed amounts.

        CAI has approached various third parties, including the Investor,
about the possibility of providing additional funds to the Company, either
through the sale of equity or the issuance of debt, including the purchase
by the Investor of additional Notes. None of these third parties have made a 
definitive offer to provide funds to the Company. The Company's ability to 
raise additional funds through secured loans and the issuance of certain 
equity is limited by the terms of the Indenture (the "Indenture") governing 
the Company's 12 1/4% Senior Notes due 2002, the terms of various outstanding 
securities and/or the terms of the Agreement. The Company continues to 
implement cost-saving measures while it reviews the alternatives that may 
be available to it, including without limitation, decreasing analog video 
operations, selling non-core assets and the implementation of various plans 
of financial restructuring.

        Strategic Partner Update. The Company continues to attempt to
identify one or more strategic partners that would be willing to enter into
a business relationship with the Company pursuant to which the Company
would provide video, voice and/or data services to such strategic partners'
customers in the Company's markets. The Company has focused its recent
efforts on two telecommunications companies, both of which are currently
performing various reviews of the Company and its spectrum. These entities
have viewed CAI's technological capabilities for each of video, voice and
data. Business discussions between CAI and these entities have been wide
ranging, although no definitive agreement has been reached with either
entity.

        Operations. In addition to its analog video business, the Company
continues to pursue its business strategy of exploring alternative uses of
its MMDS spectrum for a variety of applications, including data and voice
transmission such as Internet access and telephony delivery services. The
implementation of this strategy has included the application by CAI for
permanent authorization from the Federal Communications Commission ("FCC")
to offer two-way, fixed wireless communications to customer locations
throughout the Boston metropolitan area. This "blanket" authority was
granted to CAI on September 9, 1997, and relates to 10 megahertz of MMDS
spectrum.

        Additionally, on October 10, 1997, the FCC issued a Notice of 
Proposed Rulemaking ("NPRM") with respect to two-way, fixed wireless trans-
missions for MDS and ITFS licensees. The Company believes that the FCC has 
acknowledged that two-way use of MMDS spectrum is permitted, and that the 
focus of the NPRM is on the technical and engineering parameters that must 
be met in order for MMDS operators to use their spectrum in a coordinated 
two-way environment. Comments on the NPRM are due at the FCC by January 8, 
1998 and reply comments are to be submitted by February 9, 1998.

        The NPRM is consistent with CAI's strategy, and CAI believes that
the proposed rules, if adopted, would streamline the process by which CAI
could apply for two-way authority for its MMDS spectrum. In management's
opinion, CAI's strategy will help meet the current and perceived future
competition and, in relation to obtaining a new strategic partner, show the
flexibility and increased value of the Company's MMDS spectrum, if such
exploration is successful and rules are adopted by the FCC that would
result in a more efficient method of obtaining authority to use the
spectrum in a two-way mode.

        While the Company awaits the outcome of the FCC's proposed
rulemaking, CAI has conducted commercial trials of its one-way Internet
access service in its New York, Rochester, NY and Boston markets. This
service is currently transmitting data at shared backbone speeds of 27 Mbps
downstream and utilizes a telephony return path. As of November 30, 1997,
the Company had approximately 200 participants in such trials.

        In connection with the Company's Internet strategy, the Company has
engaged a national Internet consulting firm, Maloff Group International
("MGI"), and has appointed MGI's principal, Joel Maloff, as CAI's acting
Senior Vice President and General Manager of Internet Services. In
anticipation of being able to provide a two-way Internet access service,
the Company is currently negotiating reseller/agency agreements with
certain third parties, pursuant to which CAI would provide a two-way,
wireless Internet access service to such third parties' customers.
Definitive agreements with such third parties have not yet been finalized.

        The Company has successfully demonstrated telephony and integrated
voice and data capabilities using its Boston digital system and in its New
York market. The demonstrations, which have been for testing purposes only,
have been operated at transmissions speeds equal to two times the
transmission speed of basic rate interface ISDN lines. The Company has no
plans to launch a telephony service on its own, and will only pursue this
service in conjunction with a strategic partner.

        BANX Update. On November 20, 1997, the Company notified BANX
Partnership and its affiliates of the Company's election to exercise the
option it has to repurchase all of the term notes and senior preferred
stock issued by CAI that is held by BANX Partnership and its affiliates.
See Item 5(A) of the June 8-K. The election by CAI preserves CAI's right to
purchase the BANX securities for a total purchase price of $40 million in
cash and the issuance of $30 million in junior preferred stock on or before
February 28, 1998.

        NASDAQ Notification. The Company has been notified by The Nasdaq
Stock Market, Inc. ("Nasdaq") that it believes that the Company's common
stock no longer qualifies for listing on the Nasdaq National Market because
of its present failure to meet the net tangible assets requirement imposed
by Nasdaq and that the common stock will be delisted from the National
Market system. Nasdaq informed the Company that it could apply for listing
on The Nasdaq SmallCap Market. The Company appealed the delisting decision
by written submission, which appeal was considered on December 4, 1997. The
Company has not yet received a decision from Nasdaq with respect to this
appeal. In the event that the Company's appeal is not successful, the
Company intends to apply for listing on The Nasdaq SmallCap Market. Two
other wireless cable companies, American Telecasting, Inc. and People's
Choice TV Corp. have recently transferred the listing of their common stock
from The National Market to the Nasdaq SmallCap Market.

        Changes to Corporate Structure. In connection with the F/C Credit
Facility, the Company was required to effect certain changes to its
corporate structure, which changes resulted in the Company creating a
number of wholly-owned direct and indirect subsidiaries, and the transfer
of assets held by CAI or other subsidiaries to the newly-created
subsidiaries. All of CAI's wholly-owned direct and indirect subsidiaries
are Restricted Subsidiaries under the Indenture and are set forth on
Exhibit 21 attached hereto.


         Forward Looking Statements and Projections; Going Concern

        The statements contained in this Form 8-K relating to the Company's
operating results, and plans and objectives of management for future
operations, including plans or objectives relating to the Company's pursuit
of one or more strategic partners and its products and services, constitute
forward looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. Actual results of the Company
may differ materially from those in the forward looking statements and may
be affected by a number of factors including the availability of additional
funds either from the Investor or any other third party on terms and
conditions that are satisfactory to the Company, receipt of regulatory
approvals, including approvals relating to fixed, two-way use of the MMDS
spectrum, the availability of new strategic and other partners and their
willingness to enter into arrangements with the Company and the terms of
such arrangements, including arrangements relating to the use of the MMDS
spectrum, including potential use as a telephony delivery platform, and
investment arrangements, subscriber and two-way equipment availability,
tower space availability, absence of interference and the ability of the
Company to sell excess equipment, as well as other factors contained herein
and in the Company's securities filings. There can be no assurance that (i)
the Investor or any third party will purchase additional Notes, and that if
they do purchase additional Notes, that such Notes will be in an amount
necessary to allow CAI to meet its cash needs for the foreseeable future,
(ii) that the Company will be able to implement its business strategy or
that CAI will apply for and receive authorization for additional spectrum
in Boston or any other market, (iii) that final rules regarding two-way use
of the MMDS spectrum will be adopted, and if adopted, will be favorable to
the Company, (iv) that any third parties will utilize the Company's
Internet access product for their subscribers, or (v) that a definitive
agreement with one or more potential strategic partners can be reached, and
if reached, that the definitive agreement will be on terms and conditions
favorable to the Company. The Company will not undertake to disclose the
progress of any discussions with potential strategic partners or any other
third parties until such time as one or more definitive agreements have
been reached or the Company determines that such agreements are not
probable, at which time appropriate public disclosure will be made by the
Company.

        The Company does not, as a matter of course, publish its business
plans and strategies or make projections of its anticipated financial
positions or result of operations ("Projections"). Accordingly, CAI does
not intend to, and disclaims any obligation to update or otherwise revise
the Projections to reflect the occurrence of unanticipated events, except
as required by applicable law. There can be no assurances that the
Projections will be attained. The Projections and actual results will vary,
and those variations may be material. The inclusion of the Projections
herein should not be viewed as a promise or representation by the Company
or any other person that the Projections will be achieved.

        CAI's recurring losses, restrictions on its ability to obtain
additional financing and substantial commitments raise doubt about the
continuation of CAI as a going concern. The Company continues to implement
cost-saving measures while it reviews the alternatives that may be
available to it, including without limitation, decreasing analog video
operations, selling non-core assets and the implementation of various plans
of financial restructuring. The Company's ability to raise additional funds
through secured loans and the issuance of capital stock, is limited by the
terms of the Indenture governing the Company's 12 1/4% Senior Notes due
2002, the terms of various outstanding securities and/or the terms of the
Agreement.


Item 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         C.    Exhibits

         EXHIBIT NO.       EXHIBIT DESCRIPTION                 LOCATION

               21         Subsidiaries of the Registrant          Page 7



                                 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 hereunto duly authorized.



    SIGNATURE                           TITLE                             DATE


                                                             
/s/ Jared E. Abbruzzese
_________________________    Chairman, Chief Executive Officer,    December 29, 1997
  Jared E. Abbruzzese        and Director (Principal Executive
                             Officer)


/s/ James P. Ashman
_________________________    Executive Vice President, Chief       December 29, 1997
  James P. Ashman            Financial Officer and Director
                             (Principal Financial Officer)

EX-21

                                                                 EXHIBIT 21



                       Subsidiaries of the Registrant



                                                  
AMI License Corp.                                  Atlantic Microsystems, Inc.
Baltimore Choice Television, Inc.                  Baltimore License, Inc.*
Buffalo Choice Television, Inc.                    Buffalo License, Inc.*
CAI/AMI Spectrum Management, Inc.                  CAI CT Holdings Corp.
CAI Data Systems, Inc.                             CAI Development, Inc.
CAI Satellite Communications, Inc.                 CAI Wireless Internet, Inc.
Chenango Associates, Inc.                          Commonwealth Choice Television, Inc.
Commonwealth License, Inc.*                        Communications Transport, Inc.
Connecticut Choice Television, Inc.                Connecticut License, Inc.*
Eastern New England TV, Inc.                       Eastern New England License, Inc.*
Greater Albany Wireless Systems, Inc.              Greater Albany License, Inc.*
Greensboro Choice Television, Inc.                 Greensboro License, Inc.*
Hampton Roads Wireless, Inc.                       Hampton Roads License, Inc.*
Housatonic Wireless, Inc.                          Long Island Choice Television, Inc.
Long Island License, Inc.*                         Memphis Choice Television, Inc.
Memphis License, Inc.*                             MMDS Satellite Ventures, Inc.
New York Choice Television, Inc.                   New York License, Inc.*
Niskayuna Associates, Inc.                         Onondaga Wireless, Inc.
Onteo Associates, Inc.                             PC License, Inc.*
Philadelphia Choice Television, Inc.               Pittsburgh Choice Television, Inc.
Pittsburgh License, Inc.*                          Rochester Choice Television, Inc.
Rochester License, Inc.*                           Springfield License, Inc.
Syracuse Choice Television, Inc.                   Syracuse License, Inc.*
Washington Choice Television, Inc.                 Washington License, Inc.*
Winston-Salem Choice Television, Inc.              Winston-Choice License, Inc.*

*   Indirect subsidiaries