UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No.: 2
Name of Issuer: Aerial Communications, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 007655103
Check the following line if a fee is being paid with
this statement. (A fee is not required only if the
filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five
percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No.: 007655103
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Strong Capital Management, Inc.
39-1213042
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
5. SOLE VOTING POWER
1,490,000
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
1,490,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,490,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7%
12. TYPE OF REPORTING PERSON
IA
CUSIP No.: 007655103
1. NAME OF REPORTING PERSON
Richard S. Strong
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
5. SOLE VOTING POWER
1,490,000
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
1,490,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,490,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7%
12. TYPE OF REPORTING PERSON*
IN
Item 1 (a). Name of Issuer: Aerial Communications, Inc.
Item 1 (b). Address of Issuer's Principal Executive
Offices:
8410 West Bryn Mawr Avenue, Suite 1100, Chicago, Illinois
60631-3486
Item 2 (a). Name of Persons Filing:
(1) Strong Capital Management, Inc.
(2) Richard S. Strong
Attached as Exhibit 1 is a copy of an
agreement between the persons filing (as
specified above) that this Schedule 13G
is being filed on behalf of each of
them.
X The agreement between the persons filing
has already been filed.
Item 2 (b). Address of Principal Business Office of
each of the persons specified in 2(a) above:
100 Heritage Reserve, Menomonee Falls,
Wisconsin 53051
Item 2 (c). Citizenship or Place of Organization:
Strong Capital Management, Inc.
-Wisconsin corporation
Richard S. Strong--U.S.A.
Item 2 (d). Title of Class of Securities:
Common Stock
Item 2 (e). CUSIP Number: 007655103
Item 3. The persons filing this Schedule 13G are:
Strong Capital Management, Inc.
-Investment Advisor registered under Section
203 of the Investment Advisers Act of 1940.
Richard S. Strong---Chairman of the Board and
the principal shareholder of Strong Capital.
(Mr. Strong is joining in this filing on
Schedule 13G pursuant to positions taken by
the Staff of the SEC authorizing certain
individuals in similar situations to join in
a filing with a controlled entity eligible to
file on Schedule 13G.)
Item 4. Ownership:
Reference is made to Items 5-11 on the cover
sheets of this Schedule 13G.
Strong Capital Management, Inc.,
has been granted discretionary dispositive
power over its clients' securities and in
some instances has voting power over such
securities. Any and all discretionary
authority which has been delegated to Strong
Capital may be revoked in whole or in part at
any time.
Mr. Strong is joining in this Schedule 13G
and reporting beneficial ownership of the
same securities beneficially owned by Strong
Capital Management, Inc., as a result of his
position with and stock ownership in Strong
Capital Management, Inc. See Item 8.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
X This statement is being filed to report
the fact that, as of the date of this report,
the reporting persons have ceased to be the
beneficial owners of more than five percent
of the class of securities.
Item 6. Ownership of More than Five Percent On Behalf
of Another Person
(1)Neither Strong Capital Management, Inc.,
nor Mr. Strong serves
as custodian of the assets of any of
Strong Capital Management, Inc.'s
clients; accordingly, in each instance
only the client or client's custodian or
trustee bank has the right to receive
dividends paid with respect to, and
proceeds from the sale of, such
securities.
The ultimate power to direct the receipt
of dividends paid with respect to, and
the proceeds from the sale of, such
securities, is vested in the individual
and institutional clients for which
Strong Capital Management, Inc., serves
as investment advisor. Any and all
discretionary authority which has been
delegated to Strong Capital Management,
Inc., may be revoked in whole or in part
at any time.
Not more than 5% of the class of such securities
is owned by any one of such clients subject to the
investment advice of Strong Capital Management, Inc.
or its affiliates.
(2)With respect to securities owned by any
one of the Strong Funds, only Firstar
Bank Milwaukee N.A., as custodian for each of
such Funds, has the right to receive
dividends paid with respect to, and
proceeds from the sale of, such
securities. No other person is known to
have such right, except that the
shareholders of each such Fund
participate proportionately in any
dividends and distributions so paid.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members
of the Group
Strong Capital Management, Inc.,
a Wisconsin corporation, is an investment
advisor registered under Section 203 of the
Investment Advisers Act of 1940. Mr. Strong
is Chairman of the Board of Strong Capital
Management, Inc., and beneficially owns
substantially all of Strong Capital
Management, Inc.'s outstanding voting
securities. Mr. Strong is joining in this
Schedule 13G because, as a result of his
position with and ownership of securities of
Strong Capital Management, Inc., Mr. Strong
could be deemed to have voting and/or
investment power with respect to the shares
beneficially owned by Strong Capital
Management, Inc. Neither the filing of this
joint Schedule 13G nor any information
contained herein shall be construed as an
admission by Mr. Strong of his control or
power to influence the control of Strong
Capital Management, Inc.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below, the undersigned (i) hereby
certify that, to the best of their knowledge
and belief, the securities reported herein
were acquired in the ordinary course of
business and were not acquired for the
purpose of and do not have the effect of
changing or influencing the control of the
issuer of such securities and were not
acquired in connection with or as a
participant in any transaction having such
purpose or effect and (ii) hereby declare and
affirm that the filing of this Schedule 13G
shall not be construed as an admission that
either of the reporting persons is the
beneficial owner of the securities reported
herein, which beneficial ownership is hereby
expressly denied (except for such shares, if
any, reported herein as beneficially owned by
Strong Capital Management, Inc.,
for its own account or by Mr. Strong for his
individual account and not as a result of his
position with and ownership of securities of
Strong Capital Management, Inc.).
SIGNATURE
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true,
complete and correct.
Dated: 6/10/99
/s/ Stephen J. Shenkenberg
--------------------------------
Stephen J. Shenkenberg
Senior Vice President
STRONG CAPITAL MANAGEMENT, INC.
/s/ Richard S. Strong
---------------------------
Richard S. Strong
Chairman of the Board
STRONG CAPITAL MANAGEMENT, INC.
