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                                                        EXHIBIT 10.28O

                          MEMORANDUM OF UNDERSTANDING
                                       
                                       
          Certain stockholders of International Wireless Communications 
Holdings, Inc. ("IWC" or the "Company"), Vanguard Cellular Systems, Inc., 
("Vanguard"), BEA Associates, as the manager of certain Investment funds 
which are shareholders of IWC ("BEA"), and Electra Investment Trust PLC 
("Electra") (together, the "Shareholder Group") have agreed, as a condition 
of their consideration of providing additional capital to IWC to finance the 
Company's proposed Pakistan cellular investment ("Mobilink") and other 
corporate purposes, to use all commercially reasonable efforts (to the extent 
permitted by the Company's bond indenture, including without limitation the 
exercise of voting rights to appoint as directors of the Company, persons 
supportive of the action plan below) to implement the following:

          (1)  The Shareholder Group will recommend to the Finance Committee 
of IWC that it immediately retain a financial advisor to assist the Company 
and its Board of Directors in a strategic review of IWC's business and 
financial strategy with the goal of maximizing shareholder value and creating 
liquidity/exit during the next 18 months, through an initial public offering 
("IPO"), merger or sale of the Company.  The financial advisor will consider 
the desirability of restructuring of the Company into an Asian wireless play 
and selling or spinning off its Latin American and other non-core 
investments. The financial advisor will report the results of its review no 
later than September 30, 1997.

          (2)  Within 15 days after receipt of the financial advisor's 
report, the Finance Committee shall submit a recommendation to the Board of 
Directors regarding the Company's business and financial strategy, including 
whether to restructure or to sell and spin off non-core investments.

          (3)  Within 15 days after receipt of the Finance Committee's 
recommendation, the Board of Directors shall meet to consider adopting a 
business and financial plan for the Company which implements the Finance 
Committee's recommendation, including whether to restructure and/or sell or 
spin off any non-core investments.

          (4)  Within 15 days after adoption of a business and financial plan 
by the Board of Directors, management of the Company will prepare appropriate 
budgets and operating plans to implement such plan, including budgets for 
corporate operating expenses and for capital expenditures and operating 
expenses for any non-core investments and an operating plan for redeploying 
management and other resources.

          (5)  By August 31, 1997, the Finance Committee shall review the 
Company's  recently distributed operating and capital budget and shall submit 
a recommendation to the Board of Directors regarding such budget, including 
the planned level of corporate operating expenses and capital expenditures 
and operating expenses for the Company's wireless projects.  Within 15 days 
after receipt of such recommendation, the Board of Directors shall meet to 
consider such recommendation.


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Agreed and accepted by:

VANGUARD CELLULAR SYSTEMS, INC.

/s/ Richard Rowlenson
--------------------------------
Name: Richard C. Rowlenson
Title:  Executive Vice President
Date:  08/13/97

ELECTRA INVESTMENT TRUST PLC       THE EMERGING MARKETS
                                   INFRASTRUCTURE FUND, INC.
/s/ Michael Stoddart               /s/
---------------------------------  -----------------------------------
Name:  Michael Stoddart            Name:
Title: Chairman                    Title:
Date: 14/08/97                     Date:  8-11-97

ARGENTINA EQUITY INVESTMENTS       THE EMERGING MARKETS
PARTNERSHIP                        TELECOMMUNICATIONS FUND, INC.
/s/ David Pauli                    /s/
---------------------------------  -----------------------------------
Name:  David Pauli                 Name:
Title: Auth'd Signatory            Title:
Date: 13/8/97                      Date:  8-11-97

CI EMERGING MARKETS FUND           LATIN AMERICA INVESTMENT FUND,
                                   INC.
/s/ David Pauli                    /s/
---------------------------------  -----------------------------------
Name:  David Pauli                 Name:
Title: Auth'd Signatory            Title:
Date: 13/8/97                      Date:  8-11-97

CI GLOBAL FUND                     LATIN AMERICA EQUITY FUND, INC.
/s/ David Pauli                    /s/
---------------------------------  -----------------------------------
Name:  David Pauli                 Name:
Title: Auth'd Signatory            Title:
Date: 13/8/97                      Date:  8-11-97

CI LATIN AMERICAN FUND             LATIN AMERICA CAPITAL PARTNERS
/s/ David Pauli                    /s/
---------------------------------  -----------------------------------
Name:  David Pauli                 Name:
Title: Auth'd Signatory            Title:
Date: 13/8/97                      Date:  8-11-97


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