SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
CAI Wireless Systems, Inc.
(Name Of Issuer)
Common Stock
_________________________________________________________
(Title Of Class Of Securities)
12476P 10 4
_________________________________________________________
(CUSIP Number)
BANX Partnership
3900 Washington Street
Wilmington, Delaware 19802
(302) 761-4210
with copies to:
P. Alan Bulliner, Esq.
Associate General Counsel
and Corporate Secretary
Bell Atlantic Corporation
1095 Avenue of the Americas
New York, New York 10036
(Name, address and telephone number of person authorized to
receive notices and communications)
February 17, 1998
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report to the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box .
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be sent.
<PAGE>
CUSIP No. 12476P 10 4 13D Page 2 of 12 pages
1 NAME OF REPORTING PERSON:
BANX PARTNERSHIP
IRS IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) /X/
(B)
3 SEC USE ONLY
4 SOURCE OF FUNDS:
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER OF 7 SOLE VOTING POWER:
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER:
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0
14 TYPE OF REPORTING PERSON:
PN
<PAGE>
CUSIP No. 12476P 10 4 13D Page 3 of 12 pages
1 NAME OF REPORTING PERSON: MMDS Holdings II, Inc.
IRS IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) /X/
(B)
3 SEC USE ONLY
4 SOURCE OF FUNDS:
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0
14 TYPE OF REPORTING PERSON:
CO
<PAGE>
CUSIP No. 12476P 10 4 13D Page 4 of 12 pages
1 NAME OF REPORTING PERSON: Bell Atlantic
Corporation
SS. OR IRS IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) /X/
(B)
3 SEC USE ONLY
4 SOURCE OF FUNDS:
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER OF 7 SOLE VOTING POWER:
SHARES
0
BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY
0
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
0
PERSON 10 SHARED DISPOSITIVE POWER:
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0
14 TYPE OF REPORTING PERSON:
CO
<PAGE>
CUSIP No. 12476P 10 4 13D Page 5 of 12 pages
1 NAME OF REPORTING PERSON: NYNEX MMDS Holdings Company
IRS IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(A) /X/
(B)
3 SEC USE ONLY
4 SOURCE OF FUNDS:
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER OF 7 SOLE VOTING POWER:
SHARES
0
BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY
0
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
0
PERSON 10 SHARED DISPOSITIVE POWER:
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0
14 TYPE OF REPORTING PERSON:
CO
<PAGE>
CUSIP No. 12476P 10 4 13D Page 6 of 12 pages
1 NAME OF REPORTING PERSON: NYNEX Corporation
IRS IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) /X/
(B)
3 SEC USE ONLY
4 SOURCE OF FUNDS:
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER OF 7 SOLE VOTING POWER:
SHARES
0
BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY
0
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
0
PERSON 10 SHARED DISPOSITIVE POWER:
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0
14 TYPE OF REPORTING PERSON:
CO
<PAGE>
This Amendment No. 4 amends and supplements the following Items of
the Statement on Schedule 13D (the "Schedule 13D") previously
filed with the Securities and Exchange Commission by BANX
Partnership, a Delaware general partnership ("BANX"); its general
partners, MMDS Holdings II, Inc., a Delaware corporation ("MMDS
Holdings"), and NYNEX MMDS Holding Company, a Delaware corporation
("NYNEX MMDS"); Bell Atlantic Corporation, a Delaware corporation
and the indirect parent of MMDS Holdings ("BAC"); and NYNEX
Corporation, a Delaware corporation and the direct parent
corporation of NYNEX MMDS ("NYNEX"; and, together with BANX, MMDS
Holdings, NYNEX MMDS and BAC, the "Reporting Persons"), with
respect to the common stock, no par value (the "Common Stock"), of
CAI Wireless Systems, Inc., a Connecticut corporation ("CAI")
located at 18 Corporate Woods Blvd., Albany, NY 12211. Unless
otherwise indicated, all capitalized terms used herein have the
respective meanings ascribed thereto in the Schedule 13D.
Item 5. Interest in Securities of Issuer.
The Reporting Persons disposed of all securities of the
Issuer beneficially owned by them in a series of transactions
consummated on February 17, 1998, and, accordingly, have ceased to
be the beneficial owners of more than five percent of the Common
Shares of the Issuer.
Item 7. Materials to be held as Exhibits.
1. Joint Filing Letter Agreement, dated as of March 29, 1995
(incorporated by reference to Amendment No. 3 to Schedule 13D
filed 1/29/97).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: February 25, 1998 BANX PARTNERSHIP,
A Delaware general partnership
By: MMDS HOLDINGS II, Inc.,
General Partner
By: /s/ Barbara E. Grafton
Name: Barbara E. Grafton
Title: Assistant Secretary
By: NYNEX MMDS HOLDING COMPANY,
General Partner
By: /s/ Darlene D. Kleiner
Name: Darlene D. Kleiner
Title: Secretary
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
BELL ATLANTIC CORPORATION
Date: February 25, 1998 By: /s/ P. Alan Bulliner
Name: P. Alan Bulliner
Title: Secretary
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
MMDS HOLDINGS II, Inc.
Date: February 25, 1998 By: /s/ Barbara E. Grafton
Name: Barbara E. Grafton
Title: Assistant Secretary
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
NYNEX MMDS HOLDING COMPANY
Date: February 25, 1998 By: /s/ Darlene D. Kleiner
Name: Darlene D. Kleiner
Title: Secretary
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
NYNEX CORPORATION
Date: February 25, 1998 By: /s/ Darlene D. Kleiner
Name: Darlene D. Kleiner
Title: Assistant Secretary
