<SUBMISSION>
<ACCESSION-NUMBER>0001157523-06-005624
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20060522
<ITEMS>3.01
<ITEMS>9.01
<FILING-DATE>20060526
<DATE-OF-FILING-DATE-CHANGE>20060526
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AIRNET COMMUNICATIONS CORP
<CIK>0000944163
<ASSIGNED-SIC>3663
<IRS-NUMBER>593218138
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-28217
<FILM-NUMBER>06869323
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>3950 DOW ROAD
<STREET2>-
<CITY>MELBOURNE
<STATE>FL
<ZIP>32934
<PHONE>3219841990
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>3950 DOW ROAD
<STREET2>-
<CITY>MELBOURNE
<STATE>FL
<ZIP>32934
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a5157889.txt
<DESCRIPTION>AIRNET COMMUNICATIONS CORPORATION 8-K
<TEXT>

                                  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))




                                       -1-

<PAGE>

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







                                       -2-

<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














                                       -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5157889ex99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1


                 AirNet Communications to Be Delisted by Nasdaq


     MELBOURNE, Fla.--(BUSINESS WIRE)--May 24, 2006--AirNet Communications
Corporation (NASDAQ:ANCC) ("the Company") announced today that it has been
advised by The Nasdaq Stock Market Inc. ("Nasdaq") that the Company will be
delisted from The Nasdaq Stock Market at the opening of business on June 1, 2006
pursuant to Marketplace Rules 4300, 4450 (f), and IM-4300. The Nasdaq's
determination is based on the following factors: the Company's voluntary filing
under Chapter 11 of the U.S. Bankruptcy Code on May 22, 2006 (the "Filing") and
the public interest concerns raised by the Filing; concerns regarding the
residual equity interest of the existing listed securities holders; and concerns
about the Company's ability to sustain compliance with all requirements for
continued listing on the The Nasdaq Stock Market.
     The Company has the right to request an expedited hearing to appeal the
Nasdaq's delisting determination under the Marketplace Rule 4800 Series. In the
event of such an appeal, the Company would have to address continued listing
requirements including minimum bid price, market value of securities in the
public float, and stockholders equity. The Company currently has no plans to
appeal the Nasdaq determination.
     Since the Company does not plan to appeal the Nasdaq's delisting
determination, the Company's securities will not be immediately eligible to
trade on the OTC Bulletin Board or in the "Pink Sheets." The securities may
become eligible if a market maker makes application to register in and quote the
security in accordance with SEC Rule 15c2-11, and such application (a "Form
211") is cleared. Only a market maker, not the Company, may file a Form 211.
Pursuant to Marketplace Rules 6530 and 6540, a Form 211 cannot be cleared if the
Company is not current in its filing obligations. As of May 25, 2006, the
Company was not current in its filing obligations.

     Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995 and Other Applicable Law

     Certain statements in this news release may constitute forward-looking
statements within the meaning of the United States Private Securities Litigation
Reform Act of 1995 (the Reform Act), Section 27A of the United States Securities
Act of 1933 and Section 21E of the United States Securities and Exchange Act of
1934. These forward-looking statements may relate to anticipated financial
performance, management's plans and objectives for future operations, business
prospects, market conditions, financial forecasts and other matters. All
statements contained in this news release that do not relate to matters of
historical fact should be considered forward-looking statements, and are
generally identified by words such as "anticipate," "prospects," "believe,"
"estimate," "expect," "intend," "plan" and "objective" and other similar
expressions. Readers should not place undue reliance on the forward-looking
statements contained in this news release. Such statements are based on
management's beliefs and assumptions and on information currently available to
management and are subject to risks, uncertainties and changes in condition,
significance, value and effect. Such risks or uncertainties include the
following: after May 31, 2006, the Company's common stock may never be publicly
traded again; the Company's common stock may become worthless on or around May
31, 2006; the Company may be unable to get current in its filings with the SEC
preventing the clearing of a Form 211; the Company may be unable to make further
filings with the SEC; the Company's creditors may force the Company to cease
operations and/or liquidate and the Company may not be able to continue to
operate as a going concern in the absence of new sales or additional investment
capital. A further discussion of risks is detailed in reports and documents
filed by the Company with the United States Securities and Exchange Commission.
Such risks, uncertainties and changes in condition, significance, value and
effect, many of which are beyond the Company's control, could cause the
Company's actual results and other future events to differ materially from those
anticipated. The Company does not, however, assume any obligation to update
these forward-looking statements to reflect actual results, changes in
assumptions or changes in other factors affecting such forward-looking
statements.


     CONTACT: AirNet Communications Corporation, Melbourne
              Stuart Dawley, 321-953-6783
              sdawley@airnetcom.com
</TEXT>
</DOCUMENT>
</SUBMISSION>
