VoiceStream Wireless Corp., a cellular-telephone company seeking to compete with larger nationwide rivals AT&T Corp. and Sprint Corp., agreed to buy Aerial Communications Inc. for about $2.96 billion in stock.

Under the expansion strategy of chief executive John Stanton, a co-founder of McCaw Cellular Communications Inc., VoiceStream in June agreed to buy East Coast wireless provider Omnipoint Corp. for about $5.5 billion. VoiceStream, which uses different wireless technology than AT&T and Sprint, will have licenses in 22 of the 25 largest U.S. markets after the purchase.

With the purchase of Aerial, VoiceStream will add customers throughout the Midwest. It will exchange 0.455 shares for each Aerial share, or about $25.50 each. That's about 28 percent more than Friday's closing price. Shareholders of Chicago-based Aerial can choose to receive $18 a share in cash instead of stock.

"VoiceStream, Aerial and Omnipoint together have a very nice footprint," said Frank Marsala, an analyst with Gerard Klauer Mattison & Co. "VoiceStream gets good cities and large spectrum blocks."

VoiceStream will have about 1.5 million customers after completing the two acquisitions, including about 347,000 users from Aerial. AT&T has about 11 million customers, while Sprint's PCS wireless group has about 4 million subscribers.

Aerial's markets include Columbus, Ohio; Houston; Minneapolis; Kansas City, Mo.; Pittsburgh; and central Florida.

Shares of Aerial jumped $6.62 1/2 to close at $26.62 1/2, while VoiceStream rose $5.87 1/2, to $61.93 3/4.

Analysts said the stock may have jumped in part because the cash alternative acts as a floor for investors against a drop in the value of VoiceStream shares before the transaction closes.

"If you are an Aerial shareholder, it protects you on the downside," said Marsala, who rates VoiceStream a "buy."

VoiceStream's offer values Aerial at about $96 a customer, more than the $79 a customer VoiceStream agreed to pay for Omnipoint, Marsala said. Still, that is less than Nextel Communications Inc., whose stock values its customers at roughly $144 each, or Sprint PCS, whose stock values its customers at about $206, he said.

The coverage area for VoiceStream will now encompass about 200 million people, making it closer in size to the area that AT&T serves, said John Bensche, an analyst with Lehman Brothers Inc., who rates VoiceStream "buy" and Aerial "outperform."

VoiceStream and Aerial use the global system for mobile communications, or GSM, which is more widely used in Europe. While their customer growth has been hamstrung because they offered service only in limited regions, analysts said the technology allows VoiceStream customers to use their telephone overseas, an option not offered by AT&T and Sprint.

GSM is the world's most popular digital-wireless standard. It competes in the United States with time-division multiple access, or TDMA, used by AT&T, and code-division multiple access, or CDMA, used by Sprint PCS.

AT&T and British Telecommunications PLC formed an alliance last week to provide business clients with service overseas. The partnership is expected to begin operating in the next year.