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PROXY                                                               EXHIBIT 99.3

                           AERIAL COMMUNICATIONS, INC.
                         SPECIAL MEETING OF SHAREHOLDERS

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints LeRoy T. Carlson, Jr. and Don W. Warkentin, with
power to act without the other and with full power of substitution, and hereby
authorizes them to represent and vote, as designated below all the Common
Shares, $1.00 par value, of Aerial Communications, Inc., held of record in the
name of the undersigned as of December 15, 1999, with all powers that the
undersigned would possess if present at the Special Meeting of Shareholders to
be held on February ____, 2000, at 10:00 a.m., local time, at Hotel Allegro
Chicago, 171 West Randolph Street, Chicago, Illinois, on the third floor in the
Goodman Theater B Room and at any adjournment or adjournments thereof, upon the
following matters:

                          PLEASE MARK, DATE, SIGN AND
                            RETURN THIS PROXY IN THE
                        ENCLOSED PROXY RETURN ENVELOPE.

                (CONTINUED AND TO BE SIGNED ON THE OTHER SIDE.)



                              FOLD AND DETACH HERE
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                          AERIAL COMMUNICATIONS, INC.

     PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]



<TABLE>
<CAPTION>
<S>                                                                                        <C>     <C>         <C>
1. Proposal to adopt, and approve the transactions contemplated by, the                     FOR     AGAINST     ABSTAIN
   Agreement and Plan of Reorganization, whereby Aerial Communications, Inc.                / /       / /         / /
   will become a wholly-owned subsidiary of VoiceStream Wireless Holding
   Corporation, and Aerial Communications, Inc. stockholders will receive
   common stock of VoiceStream Wireless Holding Corporation and/or cash.  A
   copy of the Agreement and Plan of Reorganization is attached as Annex D to
   the joint proxy statement-prospectus for the Special Meeting.

2. In accordance with their discretion, upon all other matters that may properly            FOR     AGAINST     ABSTAIN
   come before the Special Meeting and any adjournment thereof.                             / /       / /         / /
</TABLE>


This proxy will be voted as specified by the shareholder, but if no choice is
specified, this proxy will, if signed, be voted FOR approval of the Agreement
and Plan of Reorganization.

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED PROXY RETURN
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF AN
ENVELOPE IS NOT ENCLOSED OR HAS BEEN MISPLACED, PLEASE RETURN THIS COMPLETED
PROXY TO HARRIS TRUST & SAVINGS BANK, P.O. BOX 1878, CHICAGO, IL 60690.

Signature(s)___________________________________________ Dated:__________________

IMPORTANT: Please sign exactly as name or names appear on this Proxy. Joint
owners should each sign personally. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title as such. When
signing as a corporation or a partnership, please sign in the name of the entity
by an authorized person.



                            - FOLD AND DETACH HERE -

                             YOUR VOTE IS IMPORTANT

                          PLEASE MARK, DATE, SIGN AND
                            RETURN THIS PROXY IN THE
                        ENCLOSED PROXY RETURN ENVELOPE.