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                                                                EXHIBIT 10.20(e)

                                FOURTH AMENDMENT
                                     TO THE
                           REVOLVING CREDIT AGREEMENT
                                 BY AND BETWEEN
       TELEPHONE AND DATA SYSTEMS, INC. AND AERIAL OPERATING COMPANY, INC.

This Fourth Amendment (the "FOURTH AMENDMENT") to the Revolving Credit Agreement
dated as of August 31, 1998, as amended by the First Amendment thereto dated as
of November 3, 1998, by the Second Amendment thereto dated as of February 15,
1999 and by the Third Amendment thereto dated as of July 22, 1999 (the
"REVOLVING CREDIT AGREEMENT") by and between Telephone and Data Systems, Inc.
("TDS"), a Delaware corporation, and Aerial Operating Company, Inc. (the
"COMPANY"), a Delaware corporation, is dated and effective as of this 1st day of
November, 1999. Undefined, capitalized terms shall have the meanings assigned to
such terms in the Revolving Credit Agreement.

                  WHEREAS, TDS and the Company are parties to the Revolving
Credit Agreement and have agreed to enter into this Fourth Amendment on the
terms and conditions set forth herein.

                  NOW, THEREFORE, in consideration of the premises set forth
above, and for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound, TDS and the
Company agree to amend the Revolving Credit Agreement as follows:

1.       AMENDMENTS TO THE REVOLVING CREDIT AGREEMENT. Effective as of the date
         first above written and subject to the execution of this Fourth
         Amendment by the parties hereto, the Revolving Credit Agreement shall
         be and hereby is amended as follows:

         1.1      The second sentence of SECTION 2 shall be amended in its
                  entirety to read as follows:

                           "Notwithstanding the foregoing:

                               (a) the Company shall prepay the outstanding
                           principal balance of the loans governed hereby, from
                           time to time, to the extent of and concurrently with
                           the Company's or Aerial's receipt of any proceeds of
                           debt or equity securities issued by any such entity
                           to, or loans or advances made to or for the benefit
                           of any such entity by, any person or entity other
                           than TDS, Sonera Corporation (formerly known as
                           Sonera Ltd.) or any affiliate of TDS or Sonera
                           Corporation, which prepayments shall be made by the
                           Company in amounts equal to (i) the gross proceeds of
                           such securities, loans or advances net of all
                           reasonable expenses and fees paid by the Company or
                           Aerial in connection with the closing of such
                           transaction multiplied by (ii) a fraction, the
                           numerator of which is the aggregate amount of
                           outstanding principal of and interest on the loans


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                           hereunder and the denominator of which is the sum of
                           such aggregate amount and the aggregate amount of
                           principal of and interest on the loan outstanding
                           under the New Credit Agreement (as defined in Section
                           10(b) hereof), and

                               (b) the Company shall pay the aggregate
                           outstanding principal balance of the loan governed
                           hereby in full concurrently with any of the following
                           events:

                                    (i) any merger, sale or spin-off as a result
                                    of which the Company is no longer part of
                                    the TDS consolidated group for financial
                                    accounting purposes,

                                    (ii) any sale, transfer or other disposition
                                    of all or substantially all of the assets of
                                    the Company, or

                                    (iii) any other event as a result of which
                                    TDS shall cease to own, directly or
                                    indirectly, issued and outstanding
                                    securities of the Company or Aerial (A)
                                    having voting power to elect a majority of
                                    the directors of either such company, or (B)
                                    having majority voting power in all matters
                                    other than the election of directors."

         1.2      SECTION 3 shall be amended to delete the words "of which
                  payable" immediately before the period in the last sentence
                  thereof and to substitute the words "for which such interest
                  is payable" therefor.

         1.3      SECTION 4 shall be amended to delete the first sentence
                  thereof in its entirety and to substitute the following
                  language therefor:

                  "The Company may from time to time and without premium prepay
                  any borrowing in whole or in part, in an amount equal to (i)
                  the total amount of the funds to be applied to prepay the
                  loans under this agreement and under the New Credit Agreement
                  at such time, multiplied by (ii) a fraction, the numerator of
                  which is the aggregate amount of outstanding principal of and
                  interest on the loans hereunder and the denominator of which
                  is the sum of such aggregate amount and the aggregate amount
                  of principal of and interest on the loan outstanding under the
                  New Credit Agreement."

         1.4      SECTION 7(b)(2) shall be amended to delete the words "or (ii)"
                  and to substitute the words "(ii) borrowings under the New
                  Credit Agreement or (iii)" therefor.

         1.5      SECTION 9(f) shall be amended to delete the words "any
                  indebtedness" in the second line thereof and to substitute the
                  words "the New Credit Agreement or any other indebtedness"
                  therefor, and to delete the phrase "10% of the Company's
                  consolidated equity as reflected on the most recent
                  consolidated balance sheet of the Company and its
                  Subsidiaries" and to substitute "$2,000,000" therefor.


                                       2
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         1.6      SECTION 9(g) shall be amended to delete the words "any
                  indebtedness" in the second line thereof and to substitute the
                  words "amounts owing under the New Credit Agreement or any
                  other indebtedness" therefor, and to delete the phrase "10% of
                  the Company's consolidated equity as reflected on the most
                  recent consolidated balance sheet of the Company and its
                  Subsidiaries" and to substitute "$2,000,000" therefor.

         1.7      The  definition  of "Prime  Lending  Rate" in SECTION 10(b) is
                  amended in its entirety to read as follows:

                  "'PRIME LENDING RATE' shall mean the rate of interest
                  announced by LaSalle Bank N.A. ("LaSalle") from time to time
                  as its prime rate, or if no such rate of interest is
                  announced by LaSalle, the rate of interest announced by
                  BankBoston, N.A. from time to time as its `base rate.'"

         1.8      SECTION 10(b) shall be amended to add the following definition
                  in the appropriate alphabetical location:

                  "`NEW CREDIT AGREEMENT' shall mean that certain Credit
                  Agreement dated as of November 1, 1999 between Aerial and the
                  Company, as amended, restated, supplemented or otherwise
                  modified from time to time."

         1.9      SCHEDULE I to the Revolving Credit Agreement shall be replaced
                  by the new Schedule I to the Revolving Credit Agreement
                  attached to this Fourth Amendment.

2. CONDITIONS PRECEDENT. This Fourth Amendment shall become effective as
   of the date above written, if, and only if, TDS has received duly
   executed originals of this Fourth Amendment from the Company, Aerial
   and TDS.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents
   and warrants as follows:

         3.1      This Fourth Amendment and the Revolving Credit Agreement, as
                  amended hereby, constitute legal, valid and binding
                  obligations of the Company and are enforceable against the
                  Company in accordance with their terms.

         3.2      Upon the effectiveness of this Fourth Amendment, the Company
                  hereby reaffirms all representations and warranties made in
                  the Revolving Credit Agreement, and to the extent the same are
                  not amended hereby, agrees that all such representations and
                  warranties shall be deemed to have been remade as of the date
                  of delivery of this Fourth Amendment, unless and to the extent
                  that any such representation and warranty is stated to relate
                  solely to an earlier date, in which case such representation
                  and warranty shall be true and correct as of such earlier
                  date.


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4. REFERENCE TO AND EFFECT ON THE REVOLVING CREDIT AGREEMENT.

         4.1      Upon the effectiveness of SECTION 1 hereof, on and after the
                  date hereof, each reference in the Revolving Credit Agreement
                  to "this Agreement," "hereunder," "hereof," "herein" or words
                  of like import shall mean and be a reference to the Revolving
                  Credit Agreement as amended hereby, and each reference to the
                  Revolving Credit Agreement in any other document, instrument
                  or agreement shall mean and be a reference to the Revolving
                  Credit Agreement as modified hereby.

         4.2      The Revolving Credit Agreement, as amended hereby, and all
                  other documents, instruments and agreements executed and/or
                  delivered in connection therewith, shall remain in full force
                  and effect, and are hereby ratified and confirmed.

         4.3      Except as expressly provided herein, the execution, delivery
                  and effectiveness of this Fourth Amendment shall not operate
                  as a waiver of any right, power or remedy of TDS, nor
                  constitute a waiver of any provision of the Revolving Credit
                  Agreement or any other documents, instruments and agreements
                  executed and/or delivered in connection therewith.

5.       GOVERNING LAW. This Fourth Amendment shall be governed by and construed
         in accordance with the other remaining terms of the Revolving Credit
         Agreement and the internal laws (as opposed to conflict of law
         provisions) of the State of Illinois.

6.       PARAGRAPH HEADINGS. The paragraph headings contained in this Fourth
         Amendment are and shall be without substance, meaning or content of any
         kind whatsoever and are not a part of the agreement among the parties
         hereto.

7.       COUNTERPARTS. This Fourth Amendment may be executed in one or more
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one and the same instrument.


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                  IN WITNESS WHEREOF, the parties hereto, by their duly
authorized representatives, have executed this Fourth Amendment to the Revolving
Credit Agreement, effective as of the date first written above.




TELEPHONE AND DATA SYSTEMS, INC.              AERIAL OPERATING COMPANY, INC.


By:      /s/ SANDRA L. HELTON                 By:      /s/ DONALD W. WARKENTIN
         ----------------------------------            -----------------------
Name:    Sandra L. Helton                     Name:    Donald W. Warkentin
Title:   Executive Vice President - Finance   Title:   President

The Guarantor, without in any way establishing a course of dealing, as evidenced
by its signature below, hereby (i) consents to the execution and delivery of
this Fourth Amendment by the parties hereto, (ii) agrees that this Fourth
Amendment shall not limit or diminish the obligations of the Guarantor under the
Guarantor's unconditional and irrevocable guarantee of the Company's obligations
of the Notes and the Revolving Credit Agreement, (iii) reaffirms its obligations
under such guarantee, and (iv) agrees that its guarantee of such obligations
remains in full force and effect and is hereby ratified and confirmed.

AERIAL COMMUNICATIONS, INC.


By:      /s/ DONALD W. WARKENTIN
         -----------------------
Name:    Donald W. Warkentin
Title:   President


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                                   SCHEDULE I
                                       TO
                           REVOLVING CREDIT AGREEMENT
                           (revised November 1, 1999)

<TABLE>
<CAPTION>

PERIOD                                              APPLICABLE MAXIMUM AMOUNT
------                                              -------------------------
<S>                                                 <C>
November 30, 1998 through December 30, 1998         $585,000,000
December 31, 1998 through January 30, 1999          $615,000,000
January 31, 1999 through February 14, 1999          $625,000,000
February 15, 1999 through July 21, 1999             $650,000,000
July 22, 1999 through October 31, 1999              $775,000,000
November 1, 1999 through April 2, 2000              $355,000,000
</TABLE>