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) March 12, 1997 (March 6, 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 No.)
   incorporation)





                  18 CORPORATE WOODS BLVD., ALBANY, NY       12211
               (Address of principal executive offices)    (Zip Code)


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





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









Item 5 - OTHER EVENTS

      The following news release was issued:

      CAI WIRELESS SYSTEMS, INC. SIGNS LETTER OF INTENT FOR INTERIM FINANCING
      (see Exhibit 99.1)

FORWARD  LOOKING  STATEMENTS.   The  statements  contained  in  this  Form 8-K,
including the exhibit hereto, 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 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  consummation of the financing  described  herein,  the
receipt of regulatory approvals, the availability of new strategic partners and
their willingness to enter  into  arrangements  with  the Company, the terms of
such  arrangements,  the  success of the Company's various  trials,  subscriber
equipment availability, tower  space  availability, absence of interference and
the ability of the Company to redeploy  or  sell  excess  equipment, as well as
other factors contained herein and in the Company's securities filings.

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

      C. Exhibits

EXHIBIT NO.                EXHIBIT DESCRIPTION                           PAGES

   99.1           Media release - CAI Wireless Systems, Inc. Signs        4-5
                  Letter of Intent for Interim Financing.












                                  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       March 12, 1997
 Jared E. Abbruzzese            Officer and Director
                                (Principal Executive Officer)



/S/ JAMES P. ASHMAN             Executive Vice President, Chief March 12, 1997
   James P. Ashman              Financial Officer and Director
                                (Principal Financial Officer)



/S/ CRAIG J. KESSLER            Vice President and Controller   March 12, 1997
  Craig J. Kessler              (Principal Accounting Officer)