
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


         Date of Report (date of earliest event reported): May 22, 2006
         --------------------------------------------------------------

                        AIRNET COMMUNICATIONS CORPORATION
                        ---------------------------------
             (Exact name of registrant as specified in its charter)


                                    DELAWARE
                                    --------
                 (State or other jurisdiction of incorporation)


       000-28217                                           59-3218138
--------------------------------------------------------------------------------
(Commission file number)                    (IRS Employer Identification Number)


                     3950 Dow Road, Melbourne, Florida 32934
                     ---------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (321) 984-1990
       ------------------------------------------------------------------


                                       N/A
                                       ---
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))




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Item 3.01.      Notice of Delisting or Failure to Satisfy a Continued Listing
                Rule or Standard; Transfer of Listing.

On May 22, 2006, the Registrant  received a notice from the Nasdaq Stock Market,
Inc.  ("NASDAQ")  indicating that the Registrant  would be delisted  pursuant to
NASDAQ Marketplace Rules 4300,  4450(f),  and IM-4300 at the opening of business
on June 1, 2006. The Registrant  does not plan to appeal the delisting.  A press
release dated May 24, 2006 is incorporated herein by reference.

On May 24, 2006, the Registrant  received another notice from NASDAQ  indicating
that the Registrant was subject to an additional basis for delisting pursuant to
NASDAQ  Marketplace  Rule  4310(c)(14)  for  failing to provide  NASDAQ with the
Registrant's 10-Q for the period ended March 31, 2006.

Item 9.01.      Financial Statements and Exhibits.


Exhibit 99.1 -  Press Release dated May 24, 2006







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<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934,  as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                       AIRNET COMMUNICATIONS CORPORATION
                                       Registrant



                                       By:   /s/ Stuart P. Dawley, Esq.
                                            ------------------------------------
                                             Stuart P. Dawley, Esq.
                                             Vice President, General Counsel and
                                             Secretary

Dated: May 26, 2006














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