<PAGE>

Exhibit 2.7

           AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT


     This Amendment No. 1 (this "Amendment"), dated as of February
22, 1996, is among CAI Wireless Systems, Inc., a Connecticut
corporation ("CAI"), Heartland Wireless Systems, Inc., a Delaware
corporation ("Heartland"), and CS Wireless Systems, Inc., a
Delaware Corporation ("CS").

                        R E C I T A L S:

     A.   CAI, Heartland and CS are parties to a Participation
Agreement dated as of December 12, 1995 (the "Participation
Agreement").

     B.   The parties to this Amendment wish to amend the
Agreement.  

     NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

     1.   Defined Terms.  Except as specifically amended in this
Amendment, all defined terms in the Participation Agreement shall
have the same meanings in this Amendment.

     2.   Amendment of Article I of the Agreement.  

          (a)  The definition of "CAI Company" is amended and
restated in its entirety as follows:

          " "CAI Company" means any of CAI, any of the CAI
          Subsidiaries named on Schedule I hereto and any
          Subsidiary of any such named Subsidiary."

          (b)  The definition of "CAI Nominal Value" is amended and
restated in its entirety as follows:

          " "CAI Nominal Value" means $102,479,000, adjusted
          as of the Closing Date as follows: (a) increased by
          the amount (if any) by which the Net Asset Amount
          for the CAI Assets is greater than $102,479,000,
          (b) reduced by the amount (if any) by which the Net
          Asset Amount for the CAI Assets is less than
          $102,479,000, (c) increased by the product of
          $1,500 and the amount (if any) by which the CAI
          Subscriber Increase is greater than the Heartland
          Subscriber Increase and (d) reduced by the product
          of $1,500 and the amount (if any) by which the CAI
          Subscriber Decrease is greater than the Heartland
          Subscriber Decrease."

          (c)  The definition of "Channel Deficiency Adjustment" is
amended and restated in its entirety as follows:

<PAGE>

          " "Channel Deficiency Adjustment" means a dollar
          amount determined only for each geographic market
          which is not a BTA Market in which rights to
          acquire Channels at the conclusion of the BTA
          Auction are available conveyed to CS in which the
          number of Channels actually conveyed to CS by the
          CAI Companies or the Heartland Companies, as the
          case may be, as part of the CAI Assets or the
          Heartland Assets, on or before the True-Up Date, as
          the case may be, and for which construction permits
          have been granted, shall be less than 16, which
          amount shall be computed separately for each of
          Heartland and CAI by (1) multiplying (a) the amount
          determined by multiplying (i) $60.00, by (ii) the
          number of LOS Households in such geographic market
          shown for that market under the heading "LOS
          Households" in Exhibits 3.1(a) and 3.3(a) with
          respect to Heartland and Exhibit 3.2(a) with
          respect to CAI, by (b) the fraction, the numerator
          of which is 16 minus the number of Channels in such
          market actually conveyed to CS and for which
          construction permits have been granted, and the
          denominator of which is 16, and (2) aggregating the
          total of such amounts for each of the Heartland
          geographic markets and for each of the CAI
          geographic markets, as the case may be; provided,
          however, that no such adjustment shall be made
          unless the total number of Channels actually
          delivered, on or before the True-Up Date, to CS by
          CAI or Heartland, as the case may be, in any
          geographic market, and for which construction
          permits have been granted, shall be less than 16."

     (d)  The definition of "Heartland Company" is amended and
restated in its entirety as follows:

          " "Heartland Company" means any of Heartland or any
          Heartland Subsidiary listed on Schedule II hereto."

     (e)  The definition of "Heartland Nominal Value" is amended
and restated in its entirety as follows:

          " "Heartland Nominal Value" means $138,663,000,
          adjusted as of the Closing Date as follows:  (a)
          increased by the amount (if any) by which the Net
          Asset Amount for the Heartland Assets is greater
          than $138,663,000, (b) reduced by the amount (if
          any) by which the Net Asset Amount for the
          Heartland Assets is less than $138,663,000, (c)
          increased by the product of $1,500 and the amount
          (if any) by which the Heartland Subscriber Increase
          is greater than the CAI Subscriber Increase and (d)
          reduced by the product of $1,500 and the amount (if
          any) by which the Heartland Subscriber Decrease is
          greater than the CAI Subscriber Decrease."

<PAGE>

     (f)  The definition of "Net Asset Amount" is amended and
restated in its entirety as follows:

          " "Net Asset Amount" means

               (i)  for CAI, an amount equal to (A)
               $102,479,000, plus (if a positive number) or
               minus (if a negative number) (B) the CAI Net
               Working Capital, plus (C) the original cost of
               all equipment included in the CAI Assets at
               the Effective Time and relating to any CAI
               Operating System that has fewer than 500
               Subscribers, minus (D) all Assumed CAI
               Liabilities that constitute Funded
               Indebtedness at the time of the Closing; and

               (ii) for Heartland, an amount equal to (A)
               $138,663,000, plus (if a positive number) or
               minus (if a negative number) (B) the Heartland
               Net Working Capital, plus (C) the original
               cost of all equipment included in the
               Heartland Assets at the Effective Time and
               relating to any Heartland Operating System
               that has fewer than 500 Subscribers, minus (D)
               all Assumed Heartland Liabilities that
               constitute Funded Indebtedness at the time of
               the Closing.

     (g)  The following definitions are added to Article I, to be
placed in their correct alphabetical order:

          " "Adjustment Note" means an unsecured promissory
          note that evidences a payment obligation under
          Sections 9.1, 9.3 or 9.6, payable to the order of
          CS, with a maturity date five years following the
          True-Up Date, with an interest rate equal to 10%
          per annum and with provisions for (a) prepayment,
          at the option of the payor, at any time, (b)
          mandatory prepayment upon the receipt by the payor
          of any proceeds, dividends or distributions
          received by the payor in respect of its shares of
          CS Common Stock (other than resulting from the
          transfer of such shares to an affiliate of the
          payor), such prepayment to be in an amount equal to
          such proceeds, dividends or distributions, and (c)
          all interest thereon to be payable in kind
          (interest to accrue and be compounded annually
          rather than to be payable currently), with interest
          to become payable on the earlier to occur of the
          maturity date or prepayment in full of such note.

          "BTA Adjustment Date" means, as to either CAI or
          Heartland and as to any BTA Market in which rights
          to acquire Channels at the conclusion of the BTA
          Auction are available, the later to occur of (a)
          the Post-Closing Adjustment Date, (b) the date that
          is 10 days after CAI or Heartland, as 

<PAGE>

          the case may be, is given notice that it is not the
          successful bidder in the BTA Auction for such BTA
          Market and (c) if CAI or Heartland, as the case may
          be, is given notice it is the successful bidder in
          the BTA Auction for such BTA Market, 10 days after
          CAI or Heartland, as the case may be, is granted by
          the FCC rights to acquire the Channels related to
          such BTA Market.

          "CAI Subscriber Decrease" means, as of the
          Effective Time, the amount (if any) by which the
          aggregate number of Basic Subscribers for the CAI
          Operating Systems is less than 35,766.

          "Heartland Subscriber Decrease" means, as of the
          Effective Time, the amount (if any) by which the
          aggregate number of Basic Subscribers for the
          Heartland Operating Systems is less than 19,734."

     3.   Amendment to Section 2.4.  Section 2.4 of the Agreement
is amended and restated in its entirety as follows:

          "2.4  Expenses.  CS shall reimburse CAI and/or
          Heartland in full for any payments made by either
          of them in engaging in the BTA Auction, including
          the expenses of FCC counsel."

     4.   Amendment to Section 5.1.  Section 5.1(f)(ii) of the
Agreement is amended and restated in its entirety as follows:

          "(ii)  The stations listed in Exhibit 5.1(m) are
          entitled to the Protected Service Areas subject to
          FCC rules except for those instances where the
          protected service areas are subject to contractual
          obligations listed in Exhibit 5.1(f)(ii)."

     5.   Amendment to Section 5.2.  Section 5.2(f)(ii) of the
Agreement is amended and restated in its entirety as follows:

          "(ii)  The stations listed in Exhibit 5.2(m) are
          entitled to the Protected Service Areas subject to
          FCC rules except for those instances where the
          protected service areas are subject to contractual
          obligations listed in Exhibit 5.2(c)(ii)."

     6.   Addition of Section 6.7.  The following Section 6.7 shall
be added to the Agreement:

<PAGE>

          "6.7.  Preservation of Subleasing Entity.  Each of
          Heartland and CAI agree, with respect to any entity
          controlled by Heartland or CAI, which is a lessor
          under any Channel Lease relating to a Channel that
          is being subleased by such entity to CS after the
          Closing Date (each, a "Subleasing Subsidiary"), not
          to sell, or permit any Encumbrance (other than as
          disclosed on Exhibit 5.1(a) or 5.2(a)) to exist
          against, the stock or other ownership interest in
          such Subleasing Subsidiary held by CAI or Heartland
          from the Closing Date to the earlier of (i) the
          True-Up Date or (ii) the date on which the lessor's
          rights under such Channel Lease are assigned to
          CS."

     7.   Addition of Section 6.8.  The following Section 6.8 shall
be added to the Agreement:

          "6.8.  CS Initial Public Offering.  CS agrees that
          so long as any amount remains outstanding under the
          Long Note, CS shall not consummate an initial
          public offering of CS Common Stock unless the
          proceeds of such initial public offering shall be
          used to prepay the Long Note to the extent required
          pursuant to the terms thereof."

     8.   Amendment to Sections 9.1 through 9.4 of the Agreement. 
Section 9.1 through 9.4 of the Agreement are amended and restated
in their entirety as follows:

               "9.1.     Indemnities of the Heartland
          Companies.  Each Heartland Company hereby jointly
          and severally agrees to indemnify and hold harmless
          each of CS and the CAI Companies and their
          respective successors and assigns against and in
          respect of any and all claims, demands,
          liabilities, obligations, actions, suits,
          proceedings, losses, damages, costs, expenses,
          assessments, judgments, recoveries and
          deficiencies, including interest, penalties and
          reasonably attorneys' fees, of every kind and
          description, contingent or otherwise, suffered by
          CS and the CAI Companies (without duplication) and
          occasioned by, arising out of resulting from (a)
          any breach by any Heartland Company of any material
          obligation under this Agreement, (b) any breach by
          an Acquired Company of any material obligation
          applicable to the Heartland Companies and Heartland
          Assets under Sections 6.1, 6.4 and 6.5 (excluding,
          however, any such breaches disclosed to CAI in the
          Officers' Certificate delivered by Heartland
          pursuant to Section 6.1(h)), (c) any representation
          or warranty of any Heartland Company being false or
          misleading in any material respect or (d) any and
          all litigation on Schedule 5.1(w) (the foregoing
          hereinafter collectively referred to as "Heartland
          Damages"); provided however, that (i) Heartland
          Damages 

<PAGE>

          shall not include any amounts that would be
          included in the calculation of the True-Up
          Adjustment pursuant to Section 9.6 hereto, (ii)
          Heartland shall not be required to make any
          indemnification payment under this Section 9.1 for
          any portion of the initial $500,000 of all
          Heartland Damages; and (iii) in no event shall the
          aggregate Heartland Damages exceed 50% of the
          aggregate of the Heartland Share Consideration
          (valued for this purpose as provided below) and the
          Purchase Consideration.  Subject to the foregoing
          limitations, Heartland may, at its option, pay all
          Heartland Damages payable to CS through either (I)
          a combination of (A) the assignment to CS of that
          number of shares of CS Common Stock whose value is
          equal to 50% of the amount of the Heartland Damages
          and (B) through the payment in cash (or by reducing
          the principal amount of the Long Note and
          thereafter, to the extent necessary, the Short
          Note) or delivery of an Adjustment Note in an
          amount which aggregates 50% of the amount of the
          Heartland Damages; or (II) entirely as provided in
          clause (B) above.  Subject to the foregoing
          limitations, Heartland may, at its option, pay all
          Heartland Damages payable to CAI through either (I)
          a combination of (A) the assignment to CAI of that
          number of shares of CS Common Stock whose value is
          equal to 50% of the amount of the Heartland Damages
          and (B) through the payment in cash or delivery of
          an Adjustment Note in an amount which aggregates
          50% of the amount of the Heartland Damages; or (II)
          entirely as provided in clause (B) above.  For
          purposes of clause (A) of each of the immediately
          preceding two sentences and clause (iii) of the
          next preceding sentence, the per share value of CS
          Common Stock shall be determined by dividing (i)
          the total number of shares of CS Common held by CAI
          and Heartland immediately after the Closing into
          (ii) the sum of (A) the CAI Estimated Value and (B)
          the Heartland Estimated Value, less (C) the
          Purchase Consideration.

               9.2  Delivery of Notice to Heartland.  If CS
          or any CAI Company is of the opinion that any
          Heartland Damages have occurred or will or may
          occur, it shall deliver a notice to Heartland, and
          each such notice shall specify the amount and the
          circumstances of such asserted Heartland Damages. 
          If a claim is made against a party to be
          indemnified by the Heartland Companies under
          Section 9.1 above, or in the event Heartland
          Damages otherwise occur, the indemnitee shall
          promptly (and in any event within 30 days) after
          the assertion of a claim or the discovery of any
          fact upon which such indemnitee intends to base a
          claim for indemnification under Section 9.1 of this
          Agreement (the "Claim") notify the Heartland
          Companies from whom indemnification is sought (the
          "Indemnitor") of such Claim.  In the event of any
          Claim from a third party, the Indemnitor, at its
          option, may assume (with legal counsel 

<PAGE>

          reasonably acceptable to the indemnitee) the
          defense of any claim, demand, lawsuit or other
          proceeding in connection with the indemnitee's
          Claim, and may assert any defense of the indemnitee
          or the Indemnitor; provided that the indemnitee
          shall have the right at its own expense to
          participate jointly with the Indemnitor in the
          defense of any claim, demand, lawsuit or other
          proceeding in connection with the indemnitee's
          Claim.  In the event that the Indemnitor elects to
          undertake the defense of a Claim hereunder, the
          indemnitee will cooperate with the Indemnitor to
          the fullest extent reasonably possible with regard
          to all matters relating to the Claim (including,
          without limitation, corrective actions required by
          applicable law, assertion of defenses and the
          determination, mitigation, negotiation and
          settlement of all amounts, costs, actions,
          penalties, damages and the like related thereto) so
          as to make the Indemnitor's management of the same
          with regard to the amount of damages payable by the
          Indemnitor hereunder.  The Indemnitor shall have
          the right to settle any Claim, and the indemnitee
          shall reasonably cooperate in furtherance of such
          determination by the Indemnitor; provided that the
          Indemnitor shall not, without the prior written
          consent of the indemnitee, settle any Claim which
          does not contain a complete release of the
          indemnitee from the Claim in question or which does
          not involve solely the payment of money for which
          the indemnitee is actually indemnified.

               9.3  Indemnities of the CAI Companies.  Each
          CAI Company hereby jointly and severally agrees to
          indemnify and hold harmless CS and the Heartland
          Companies and their respective successors and
          assign against and in respect of any and all
          claims, demands, liabilities, obligations, actions,
          suit, proceedings, losses, damages, costs,
          expenses, assessments, judgments, recoveries and
          deficiencies, including interest, penalties and
          reasonable attorneys' fees, of every kind and
          description, contingent or otherwise, suffered by
          CS and the Heartland Companies (without
          duplication) and occasioned by, arising out of or
          resulting from (a) any breach by any CAI Company of
          any material obligation under this Agreement, (b)
          any representation or warranty of any CAI Company
          being false or misleading in any material respect
          or (c) any and all litigation listed on Schedule
          5.2(w) (the foregoing hereinafter collectively
          referred to as "CAI Damages"); provided, however,
          that CAI Damages (i) shall not include any amounts
          that would be included in the calculation of the
          True-Up adjustment pursuant to Section 9.6 hereto,
          (ii) CAI shall not be required to make any
          indemnification payment under this Section 9.3 for
          any portion of the initial $500,000 of all CAI
          Damages; and (iii) in no event shall the aggregate
          CAI Damages exceed 50% of the CAI Share
          Consideration (valued for this purpose as provided
          below).  Subject 

<PAGE>

          to the foregoing limitations, CAI may, at its
          election, pay all CAI Damages either (I) in cash or
          by delivering to Heartland or CS, as the case may
          be, an Adjustment Note; or (II) through a
          combination of (A) the payment in cash or an
          Adjustment Note and (B) the assignment to Heartland
          or CS, as the case may be, of that number of shares
          of CS Common Stock whose value is equal to 50% of
          the amount of the CAI Damages.  For purposes of the
          two immediately preceding sentences, the per share
          value of CS Common Stock shall be determined by
          dividing (i) the total number of shares of CS
          Common Stock held by CAI and Heartland immediately
          after the Closing into (ii) the sum of (A) the CAI
          Estimated Value and (B) the Heartland Estimated
          Value, less (C) the Purchase Consideration.

               9.4  Delivery of Notice to CAI.  If CS or any
          Heartland Company is of the opinion that any CAI
          Damages have occurred or will or may occur, it
          shall deliver a notice to CAI, and each such notice
          shall specify the amount and the circumstances of
          such asserted CAI Damages.  If a claim is made
          against a party to be indemnified by the CAI
          Companies under Section 9.3 above, or in the event
          CAI Damages otherwise occur, the indemnitee shall
          promptly (and in any event within 30 days) after
          the assertion of a claim or the discovery of any
          fact upon which such indemnitee intends to base a
          claim for indemnification under Section 9.3 of this
          Agreement (the "Claim") notify the CAI Companies
          form whom indemnification is sought (the
          "Indemnitor") of such Claim.  In the event of any
          Claim from a third party, the Indemnitor, at its
          option, may assume (with legal counsel reasonably
          acceptable to the indemnitee) the defense of any
          claim, demand, lawsuit or other proceeding in
          connection with the indemnitee's Claim, and may
          assert any defense of the indemnitee or the
          Indemnitor; provided that the indemnitee shall have
          the right at its own expense to participate jointly
          with the Indemnitor in the defense of any claim,
          demand, lawsuit or other proceeding in connection
          with the indemnitee's Claim.  In the event that the
          Indemnitor elects to undertake the defense of a
          Claim hereunder, the indemnitee will cooperate with
          the Indemnitor to the fullest extent reasonably
          possible with regard to all matters relating to the
          Claim (including, without limitation, corrective
          actions required by applicable law, assertion of
          defenses and the determination, mitigation,
          negotiation and settlement of all amounts, costs,
          actions, penalties, damages and the like related
          thereto) so as to make the Indemnitor's management
          of the same with regard to the amount of damages
          payable by the Indemnitor hereunder.  The
          Indemnitor shall have the right to settle any
          Claim, and the indemnitee shall reasonably
          cooperate in furtherance of such determination by
          the Indemnitor; 

<PAGE>

          provided that the Indemnitor shall not, without the
          prior written consent of the indemnitee, settle any
          Claim which does not contain a complete release of
          the indemnitee from the Claim in question or which
          does not involve solely the payment of money for
          which the indemnitee is actually indemnified."

     9.   Amendment of Section 9.5 of the Agreement.  Section 9.5
of the Agreement is amended and restated in its entirety as
follows:

               "9.5 Termination of Indemnification Claims. 
          The obligations of the Heartland Companies under
          Section 9.1 relating to clause (d) thereof and the
          obligations of the CAI Companies under Section 9.3
          relating to clause (d) thereof shall terminate on
          the second anniversary of the Closing Date.  No
          other obligations under Sections 9.1 and 9.3 hereof
          shall apply to any matters occurring subsequent to
          the Post-Closing Adjustment Date, except to the
          extent that the Indemnitor has acted in bad faith
          to prevent the indemnitee from becoming aware of a
          fact in existence on the Post-Closing Adjustment
          Date which would give rise to Heartland Damages or
          CAI Damages, as the case may be."

     10.  Amendment of Section 9.6 of the Agreement.  Section 9.6
of the Agreement is amended and restated in its entirety as
follows:

          "9.6 True-Up Adjustments.

          (a)  On the date that is 60 days after the Closing
          Date (the "First True-Up Date"), (i) CS shall pay
          to CAI the amount of (a) the CAI Adjustment
          Increase, if any, plus (b) the amount of the
          Heartland Adjustment Decrease, if any, and (ii) CS
          shall pay to Heartland the amount of (a) the
          Heartland Adjustment Increase, if any, plus (b) the
          amount of the CAI Adjustment Decrease, if any.  The
          amount payable pursuant to this Section 9.6(a)
          shall be paid in cash.

          (b)  On the True-Up Date, each of CAI and Heartland
          shall pay to CS the amount of their respective
          Channel Deficiency Adjustments, if any.  Such
          payment shall be made, at the option of the paying
          party, either (i) in a cash payment (or, in the
          case of Heartland, by reducing the principal amount
          of the Long Note and thereafter, to the extent
          necessary, the Short Note), (ii) an Adjustment
          Note, (iii) the assignment to CS of shares of CS
          Common Stock owned by the paying party, valued as
          set forth in the final sentences of Sections 9.1
          and 9.3 or (iv) any combination of such manners of
          payment; provided, however, that CAI may assign no
          more 

<PAGE>

          shares of CS Common Stock pursuant to clause (iii)
          than would result in CAI owning, after giving
          effect to such assignment, at least ten percent
          more of the outstanding shares of CS Common Stock
          than is then owned by the next largest holder of
          shares of CS Common Stock.

          (c)  All payments made pursuant to this Section 9.6
          shall bear interest at the annual rate of 10% from
          the Closing Date to, in the case of the payment due
          under Section 9.6(a), the First True-Up Date, or
          to, in the case of the payments or payments due
          under Section 9.6(b), the True-Up Date.  Except as
          otherwise provided in Sections 9.1 and 9.3 hereof,
          after the Closing Date there shall be no other
          adjustments or indemnifications with respect to any
          aspect of the transactions contemplated by the
          Agreement."

     11.  Addition of Section 9.7.  The following Section 9.7 shall
be added to the Agreement:

          "9.7 BTA Market Adjustment.  As to each BTA Market
          in which rights to acquire Channels at the
          conclusion of the BTA Auction are available, on the
          later to occur of the BTA Adjustment Date or the
          True-Up Date, if the number of Channels (the "BTA
          Channel Number") equal to (a) the number of
          Channels, relating to such BTA Market, actually
          conveyed to CS by the CAI Companies or the
          Heartland Companies, as the case may be, as part of
          the CAI Assets or the Heartland Assets, on or
          before the BTA Adjustment Date, and for which
          construction permits have been granted, plus (b)
          the number of Channels, relating to such BTA
          Market, as to which any of the CAI Companies or any
          of the Heartland Companies, as the case may be,
          shall have been awarded rights to acquire such
          Channels in the BTA Auction and documents
          transferring such rights shall have been filed with
          the FCC on or prior to the BTA Adjustment Date,
          shall be less than 16, CAI or Heartland, as the
          case may be, shall pay to CS an amount equal to (a)
          the product of (i) the amount determined by
          multiplying (x) $60.00, by (y) the number of LOS
          Households in such BTA  Market shown for such
          market under the heading "LOS Households" in
          Exhibits 3.1(a) and 3.3(a) with respect to
          Heartland and Exhibit 3.2(a) with respect to CAI,
          and (ii) the fraction, the numerator of which is 16
          minus the BTA Channel Number, and the denominator
          of which is 16.  Such amount shall be paid as set
          forth in the second sentence of Section 9.6(b)."

<PAGE>

     12.  Amendment of Exhibit 2.8, Form of Stockholders'
Agreement.  Exhibit 2.8 to the Agreement is amended by substituting
therefor the Form of Stockholders' Agreement that is appended to
this Amendment as Exhibit 2.8.

     13.  Technical Amendments.  CS, CAI and Heartland agree to
substitute pages to the Agreement correcting certain technical
errors, as indicated on the marked pages attached hereto as Exhibit
A.

     14.  Effective Date.  This Amendment shall become effective as
of the date hereof.

     15.  No Other Amendments.  Except as expressly provided in
this Amendment and in the other instruments and agreements being
executed and delivered in connection herewith, all of the terms and
conditions of the Agreement shall remain unchanged and in full
force and effect.  In the case of any inconsistency between this
Amendment and any prior version of the Agreement, the terms of this
Amendment shall govern.  

     16.  Miscellaneous.  

          (a)  This Amendment shall be deemed to be a contract
     under the laws of the State of Delaware and for all purposes
     shall be construed in accordance with and governed by the laws
     of said State. 

          (b)  This Amendment may be executed in any number of
     counterparts and by each party on separate counterparts, each
     of which shall be an original but all of which shall
     constitute one instrument.  In making proof of this Amendment,
     it shall not be necessary to produce or account for more than
     one counterpart signed by each of the parties hereto.

          (c)  This Amendment is intended to take effect as a
     sealed instrument.  


     IN WITNESS WHEREOF, each of the parties has caused this
Amendment to be executed and delivered by its duly authorized
officer as of the date first written above.


                         CS WIRELESS SYSTEMS, INC.



                         By:    /s/ Alan Sonnenberg              
                                Name:
                                Title:
<PAGE>

                         HEARTLAND WIRELESS COMMUNICATIONS, INC.



                         By:    /s/ John R. Bailey               
                                Name:
                                Title:


                         CAI WIRELESS SYSTEMS, INC.



                         By:    /s/ James P. Ashman              
                                Name:
                                Title: