<PAGE>
=================================================================

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549


                            FORM 8-K

                         CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of
1934


                        February 23, 1996                        
------------------------------------------------------------------
        Date of Report (Date of earliest event reported)


             HEARTLAND WIRELESS COMMUNICATIONS, INC.             
------------------------------------------------------------------
     (Exact Name of Registrant as Specified in its Charter)


         Delaware                 0-23694            73-1435149
----------------------------    -----------     -------------------
(State or Other Jurisdiction    (Commission        (IRS Employer
     of Incorporation)          File Number)    Identification No.)


      903 N. Bowser, Suite 140
          Richardson, Texas                            75081
----------------------------------------            ----------
(Address of Principal Executive Offices)            (Zip Code)


                         (214) 479-9244                          
      ----------------------------------------------------
      (Registrant's Telephone Number, Including Area Code)


                         Not Applicable                          
  -------------------------------------------------------------
  (Former Name or Former Address, if Changed Since Last Report)


=================================================================

<PAGE>

Item 2.   Acquisition or Disposition of Assets.

     Reference is made to that Registration Statement on Form S-4
(Reg. No. 33-65357) filed by Heartland Wireless Communications,
Inc., a Delaware corporation (the "Registrant"), with the
Securities and Exchange Commission and declared effective thereby
on January 26, 1996 (the "Registration Statement").

     Effective February 23, 1996, the Registrant consummated the
following five (5) separate, but related, transactions
(collectively, the "Transactions"):

          (i)  merger of Heartland Merger Sub, Inc., a wholly owned
     subsidiary of the Registrant ("Merger Sub"), with and into
     American Wireless Systems, Inc. ("AWS") pursuant to the
     Amended and Restated Agreement and Plan of Merger dated as of
     September 11, 1995 ("AWS Merger Agreement") by and among the
     Registrant, Merger Sub and AWS;

          (ii) acquisition of substantially all of the assets of
     Fort Worth Wireless Cable T.V. Associates ("FTW Partnership")
     pursuant to the Amended and Restated Asset Purchase Agreement
     dated as of October 4, 1995 ("FTW Agreement") by and between
     the Registrant and FTW Partnership;

          (iii)     acquisition of substantially all of the assets
     of Wireless Cable TV Associates # 38 ("Minneapolis
     Partnership") pursuant to the Amended and Restated Asset
     Purchase Agreement dated as of October 4, 1995 ("Minneapolis
     Agreement") by and between the Registrant and Minneapolis
     Partnership;

          (iv) merger of Heartland Merger Sub 2, Inc., a wholly
     owned subsidiary of the Registrant ("Merger Sub 2") with and
     into CableMaxx, Inc. ("CMAX") pursuant to the Amended and
     Restated Agreement and Plan of Merger dated as of September
     11, 1995 ("CMAX Merger Agreement") by and among the
     Registrant, Merger Sub 2 and CMAX;

          (v)  acquisition of certain assets of Three Sixty Corp.
     ("TSC") pursuant to the Amended and Restated Asset Purchase
     Agreement dated as of October 19, 1995 ("TSC Agreement") by
     and among the Registrant, TSC and TechniVision, Inc., formerly
     a subsidiary of TSC that has been merged with and into TSC
     ("TechniVision").

     Effective February 23, 1996, Merger Sub was merged with and
into AWS pursuant to the terms of the AWS Merger Agreement,
whereupon AWS became a wholly owned subsidiary of the Registrant. 
Under the terms of the AWS Merger Agreement, stockholders of AWS
received, in the aggregate, 1,307,692 shares of the Registrant's
common stock, par value $.001 per share ("Registrant Common
Stock"), having an aggregate exchange value of approximately $34
million.  As a result, each issued and outstanding share of AWS
common stock was converted into the right to receive .22905 shares
of Registrant Common Stock having an exchange value of
approximately $5.96 per share, of which approximately .02189 shares
of 

<PAGE>

Registrant Common Stock having an exchange value of approximately
$0.57 per share will be held in escrow as described in the AWS
Merger Agreement.  The transactions contemplated by the AWS Merger
Agreement will be accounted for by the Registrant under the
"purchase method" of accounting.  The assets previously held by AWS
included minority interests in the wireless cable television
systems of Minneapolis, Minnesota, and Fort Worth, Texas (the
remaining interests being held by the FTW Partnership and
Minneapolis Partnership, respectively) and certain additional
rights and properties held in connection with wireless cable
television markets located in Dallas, Texas, Los Angeles,
California and Memphis, Tennessee (collectively, the "AWS Assets").

Certain of the AWS Assets constitute plant, equipment or other
physical property.  The Registrant will seek to sell directly to a
third party the Los Angeles, California market.  The Memphis,
Tennessee market is subject to a pending contract of sale to
TruVision Cable, Inc.  The Dallas, Texas market, and AWS' interest
in the Fort Worth, Texas and Minneapolis, Minnesota markets were
assigned by the Registrant to CS Wireless Systems, Inc. ("CS
Wireless") effective February 23, 1996 pursuant to the terms of the
Participation Agreement (the "Participation Agreement") dated
December 12, 1995 by and among the Registrant, CAI Wireless
Systems, Inc. ("CAI") and CS Wireless.  The terms of the AWS Merger
Agreement were determined by arms-length negotiations between the
parties thereto and no material relationship existed between AWS
and the Registrant or any of its affiliates, any directors or
officers of the Registrant, or any associate of any such director
or officer prior to the consummation thereof.

     Also on February 23, 1996, the Registrant acquired from the
FTW Partnership substantially all of the assets of the FTW
Partnership pursuant to the terms of the FTW Agreement.  Consistent
with the terms of the FTW Agreement, the Registrant issued
approximately 578,260 shares of Registrant Common Stock having an
aggregate exchange value of approximately $13.3 million to the FTW
Partnership.  The transactions contemplated by the FTW Agreement
will be accounted for by the Registrant under the "purchase method"
of accounting.  The principal asset of the FTW Partnership
consisted of a 79.99% interest in a joint venture that owned and
operated the wireless cable television system in Fort Worth, Texas
(the "FTW Venture Interest").  Accordingly, the FTW Venture
Interest does not constitute plant, equipment or physical property.

As the owner of the FTW Venture Interest, the Registrant caused the
transfer, together with AWS, of the Fort Worth, Texas market to CS
Wireless pursuant to the terms of the Participation Agreement.  The
terms of the FTW Agreement were determined by arms-length
negotiations between the parties thereto and no material
relationship existed between FTW Partnership and the Registrant or
any of its affiliates, any directors or officers of the Registrant,
or any associate of any such director or officer prior to the
consummation thereof.

     Also on February 23, 1996, the Registrant acquired from the
Minneapolis Partnership substantially all of the assets of the
Minneapolis Partnership pursuant to the terms of the Minneapolis
Agreement.  Consistent with the terms of the Minneapolis Agreement,
the Registrant issued approximately 805,695 shares of Registrant
Common Stock having an aggregate exchange value of approximately
$18.531 million to the Minneapolis Partnership.  The transactions
contemplated by the Minneapolis Agreement will be accounted for by
the Registrant under the "purchase method" of accounting.  The
principal asset of the Minneapolis Partnership 

<PAGE>

consisted of a 75% membership interest in and to American Wireless
Systems of Minneapolis, L.L.C., a limited liability company that
owned and operated the wireless cable television system in
Minneapolis, Minnesota (the "LLC Interest").  Accordingly, the LLC
Interest does not constitute plant, equipment or other physical
property.  As the owner of the LLC Interest, the Registrant caused
the transfer, together with AWS, of the Minneapolis, Minnesota
market to CS Wireless pursuant to the terms of the Participation
Agreement.  The terms of the Minneapolis Agreement were determined
by arms-length negotiations between the parties thereto and no
material relationship existed between the Minneapolis Partnership
and the Registrant or any of its affiliates, any directors or
officers of the Registrant, or any associates of any such director
or officer prior to the consummation thereof.

     Also on February 23, 1996, Merger Sub 2 was merged with and
into CMAX pursuant to the terms of the CMAX Merger Agreement,
whereupon CMAX became a wholly owned subsidiary of the Registrant. 
Under the terms of the CMAX Merger Agreement, the stockholders of
CMAX received, in the aggregate, approximately 2,883,573 shares of
Registrant Common Stock having an aggregate exchange value of
approximately $80.8 million.  As a result, each issued and
outstanding share of CMAX common stock was converted into the right
to receive .3033 shares of Registrant Common Stock having an
exchange value of approximately $8.50 per share.  The transactions
contemplated by the CMAX Merger Agreement will be accounted for by
the Registrant under the "purchase method" of accounting.  The
assets previously held by CMAX included certain rights and
properties held in connection with certain wireless cable
television markets throughout Texas and in Salt Lake City, Utah
(collectively, the "CMAX Assets").  Certain of the CMAX Assets
constitute plant, equipment and physical property.  With the
exception of the San Antonio, Texas and Salt Lake City, Utah
markets, which the Registrant has contributed to CS Wireless
pursuant to the terms of the Participation Agreement, the CMAX
Assets will continue to be used and operated by the Registrant in
connection with its wireless cable television business.  The terms
of the CMAX Merger Agreement were determined by arms-length
negotiations between the parties thereto and no material
relationship existed between CMAX and the Registrant or any of its
affiliates, any directors or officers of the Registrant, or any
associate of any such director or officer prior to the consummation
thereof.  Mr. L. Allen Wheeler, a member of the Board of Directors
of the Registrant, was the holder of less than 5% of the shares of
CMAX common stock at the time of the merger of Merger Sub 2 with
and into CMAX.  Mr. Wheeler abstained from participating in, or
voting on, the Registrant's deliberations regarding the CMAX Merger
Agreement.

     Also on February 23, 1996, the Registrant acquired certain
assets from TSC representing substantially all of the assets
formerly held by TechniVision.  Pursuant to the terms of the TSC
Agreement, the Registrant issued to TSC approximately 1,181,944
shares of Registrant Common Stock having an aggregate exchange
value of approximately $33.124 million.  The transactions
contemplated by the TSC Agreement will be accounted for by the
Registrant under the "purchase method" of accounting.  The assets
previously held by TSC included certain rights and properties held
in connection with wireless cable television markets in El Paso,
Texas, Corpus Christi, Texas and Dayton, Ohio (collectively, the
"TSC Assets").  Certain of the TSC Assets constitute plant,
equipment and physical property.  With the exception of the Dayton,
Ohio market, which the Registrant contributed to CS Wireless
pursuant to the terms of the 

<PAGE>

Participation Agreement, the TSC Assets will continue to be used
and operated by the Registrant in connection with its wireless
cable television business.  The terms of the TSC Agreement were
determined by arms-length negotiations between the parties thereto
and no material relationship existed between TSC and the Registrant
or any of its affiliates, any directors or officers of the
Registrant, or any associate of any such director of officer prior
to the consummation thereof.

     On February 23, 1996, the Registrant issued a news release
relating to the Transaction, the form of which is attached as
Exhibit 99.1 and incorporated herein by reference.

     Effective February 23, 1996, immediately following the closing
of the Transactions, the Registrant, CAI and CS Wireless, a
Delaware corporation and wholly owned subsidiary of CAI,
consummated the Participation Agreement pursuant to which the
Registrant (or certain of its subsidiaries) contributed or sold to
CS Wireless the wireless cable assets and all related liabilities
of the following wireless cable television markets (the "Heartland
Contributed Assets"):

          (1)  Maysville, Missouri
          (2)  Sweet Springs, Missouri
          (3)  Grand Rapids/Moline, Michigan
          (4)  Bloom Center/Napoleon, Indiana
          (5)  Dallas, Texas
          (6)  Fort Worth, Texas
          (7)  San Antonio, Texas
          (8)  Dayton, Ohio
          (9)  Salt Lake City, Utah
          (10) Minneapolis, Minnesota

     Simultaneously with the contribution and sale of the Heartland
Contributed Assets to CS Wireless, CAI (or certain of its
subsidiaries) contributed to CS Wireless (directly or by
contribution of stock of subsidiaries) the wireless cable
television assets associated with the following markets (the "CAI
Contributed Assets"):

          (1)  Stockton/Modesto, California
          (2)  Bakersfield, California
          (3)  Cleveland, Ohio
          (4)  Charlotte, North Carolina

The combination of the Heartland Contributed Assets and the CAI
Contributed Assets in CS Wireless (the "CS Transaction") created a
company with approximately 5.7 million line-of-sight households and
approximately 55,800 subscribers.

     In connection with the CS Transaction, the Registrant (or its
subsidiaries) received (i) shares of CS Wireless common stock
constituting approximately 39.76% of the outstanding shares of CS
Wireless (35.4% following dilution for certain additional stock
issuances) (ii) approximately $28.3 million in cash paid at the
closing (iii) a promissory note in the principal sum of $25,000,000
payable on or before nine (9) months from the closing and secured
by 

<PAGE>

proceeds of a contemplated issuance by CS Wireless of senior
discount notes (which notes have been prepaid by their terms) and
(iv) a promissory note in the sum of $15,000,000 payable ten (10)
years from the closing and prepayable from asset sales and certain
other events.  Following the closing, CAI and the Registrant will
complete certain post-closing net working capital calculations. 
Components of such calculations include the relative accounts
payable, accounts receivable and related working capital assets of
the contributed systems, the number of granted channels represented
and actually contributed to CS Wireless for each market, increase
or decrease in the number of subscribers in each contributed system
from the number of subscribers stated in the Participation
Agreement and related factors.  Following the completion of these
calculations, payments will be made to or by the parties, depending
upon such calculations.

     Also, in connection with the closing of the CS Transaction,
CAI, the Registrant and CS Wireless have entered into a
stockholders agreement (the "Stockholders Agreement").  The
Stockholders Agreement provides, among other things, that the
Registrant and CAI will vote their shares of CS Wireless common
stock in favor of a Board of Directors of CS Wireless having nine
(9) members consisting of (i) up to four members designated by CAI
(provided that at least one of whom may not be an affiliate of
either CAI or the Registrant); (ii) up to three members designated
by the Registrant (provided at least one of whom may not be an
affiliate of either CAI or the Registrant); (iii) the Chief
Executive Officer of CS Wireless; and (iv) the Chief Financial
Officer of CS Wireless.  The Stockholders Agreement and CS
Wireless' bylaws further provide that certain major transactions
will require the affirmative approval of at least 70% (or seven of
nine) of the directors of CS Wireless.  The CS Transaction was
consummated immediately following consummation of the Transactions.

     The terms of the Participation Agreement were determined by
arms length negotiations between the parties thereto and no
material relationship existed between CAI, CS Wireless and the
Registrant or any of its affiliates, any directors or officers of
the Registrant or any associates of any such director or officer
prior to the consummation thereof.

     On February 23, 1996, the Registrant issued a news release
relating to the CS Transaction, the form of which is attached as
Exhibit 99.2 and incorporated herein by reference.

     On February 27, 1996, the Registrant issued a supplemental
news release providing further detail on the Transactions and the
CS Transaction, the form of which is attached as Exhibit 99.3 and
incorporated herein by reference.

Item 7.   Financial Statements and Exhibits.

          (a)  Financial Statements of Businesses Acquired

          It is impracticable to provide the financial statements
     of the businesses acquired and described in Item 2 above at
     this time.  The Registrant intends to prepare the required
     financial statements and file same under cover of Form 8-K/A
     as soon as practicable, but no later than May 8, 1996.

<PAGE>

          (b)  Pro Forma Financial Information

          It is impracticable to provide the pro forma financial
     information required pursuant to Article 11 of Regulation S-X
     with respect to the transactions described in Item 2 above at
     this time.  The Registrant intends to prepare the required pro
     forma financial statements and file same under cover of Form
     8-K/A as soon as practicable, but not later than May 8, 1996.

          (c)  Exhibits

     Exhibit No.                   Document Description

     2.1                      Amended and Restated Agreement and
                              Plan of Merger, dated as of
                              September 11, 1995, by and among
                              American Wireless Systems, Inc., the
                              Registrant and Heartland Merger Sub,
                              Inc. (incorporated by reference from
                              Exhibit 2.22 to the Registrant's
                              Registration Statement on Form S-4,
                              File No. 33-65357 (the "Form S-4")
                              dated January 26, 1996).

     2.2                      Amended and Restated Asset Purchase
                              Agreement, dated as of October 4,
                              1995, by and between the Registrant
                              and Fort Worth Wireless Cable T.V.
                              Associates (incorporated by
                              reference from Exhibit 2.23 to the
                              Registrant's Registration Statement
                              on Form S-4).

     2.3                      Amended and Restated Asset Purchase
                              Agreement, dated as of October 4,
                              1995, by and between the Registrant
                              and Wireless Cable TV Associates No.
                              38 (incorporated by reference from
                              Exhibit 2.24 to the Registrant's
                              Registration Statement on Form S-4).

     2.4                      Amended and Restated Agreement and
                              Plan of Merger, dated as of
                              September 11, 1995, by and among the
                              Registrant, CableMaxx, Inc., and
                              Heartland Merger Sub 2, Inc.
                              (incorporated by reference from
                              Exhibit 2.25 to the Registrant's
                              Registration Statement on Form S-4).

     2.5                      Amended and Restated Asset Purchase
                              Agreement, dated as of October 19,
                              1995, by and among the Registrant,
                              Three Sixty Corp., and Technivision,

<PAGE>

                              Inc. (incorporated by reference from
                              Exhibit 2.26 to the Registrant's
                              Registration Statement on Form S-4).

     2.6                      Participation Agreement dated as of
                              December 12, 1995, by and among the
                              Registrant, CAI Wireless Systems,
                              Inc. and CS Wireless Systems, Inc.
                              (without exhibits except
                              Stockholders Agreement) (the
                              "Participation Agreement")
                              (incorporated by reference from
                              Exhibit 2.1 to the Registrant's
                              Current Report on Form 8-K, dated
                              December 12, 1996).

     2.7                      Amendment No. 1 to Participation
                              Agreement dated February 22, 1996
                              (filed herewith).

     23.1                     Consent of KPMG Peat Marwick LLP,
                              independent certified public
                              accountants (filed by amendment).

     99.1                     February 23, 1996 Heartland Wireless
                              Communications, Inc. News Release
                              (relating to the Transactions)
                              (filed herewith).

     99.2                     February 23, 1996 Heartland Wireless
                              Communications, Inc. News Release
                              (relating to CS Transaction) (filed
                              herewith).

     99.3                     February 27, 1996 Heartland Wireless
                              Communications, Inc. News Release
                              (providing further detail on the
                              Transactions and CS Transaction)
                              (filed herewith).

<PAGE>

                           Signatures

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

                              HEARTLAND WIRELESS COMMUNICATIONS,
                              INC.


Date:  March 8, 1996          By:  /s/ David D. Hagey
                                   David D. Hagey,
                                   Vice President-Controller

<PAGE>

                          EXHIBIT INDEX


Doc. No.  Document Description

2.1       Amended and Restated Agreement and Plan of Merger, dated
          as of September 11, 1995, by and among American Wireless
          Systems, Inc., the Registrant and Heartland Merger Sub,
          Inc. (incorporated by reference from Exhibit 2.22 to the
          Registrant's Registration Statement on Form S-4, File No.
          33-65357 (the "Form S-4") dated January 26, 1996).

2.2       Amended and Restated Asset Purchase Agreement, dated as
          of October 4, 1995, by and between the Registrant and
          Fort Worth Wireless Cable T.V. Associates (incorporated
          by reference from Exhibit 2.23 to the Registrant's
          Registration Statement on Form S-4).

2.3       Amended and Restated Asset Purchase Agreement, dated as
          of October 4, 1995, by and between the Registrant and
          Wireless Cable TV Associates No. 38 (incorporated by
          reference from Exhibit 2.24 to the Registrant's
          Registration Statement on Form S-4).

2.4       Amended and Restated Agreement and Plan of Merger, dated
          as of September 11, 1995, by and among the Registrant,
          CableMaxx, Inc., and Heartland Merger Sub 2, Inc.
          (incorporated by reference from Exhibit 2.25 to the
          Registrant's Registration Statement on Form S-4).

2.5       Amended and Restated Asset Purchase Agreement, dated as
          of October 19, 1995, by and among the Registrant, Three
          Sixty Corp., and Technivision, Inc. (incorporated by
          reference from Exhibit 2.26 to the Registrant's
          Registration Statement on Form S-4).

2.6       Participation Agreement dated as of December 12, 1995, by
          and among the Registrant, CAI Wireless Systems, Inc. and
          CS Wireless Systems, Inc. (without exhibits except
          Stockholder Agreement) (the "Participation Agreement")
          (incorporated by reference from Exhibit 2.1 to the
          Registrant's Current Report on Form 8-K, dated December
          12, 1996).

2.7       Amendment No. 1 to Participation Agreement dated February
          22, 1996 (filed herewith).

23.1      Consent of KPMG Peat Marwick LLP, independent certified
          public accountants (filed by amendment).

99.1      February 23, 1996 Heartland Wireless Communications, Inc.
          News Release (relating to the Transactions) (filed
          herewith).

99.2      February 23, 1996 Heartland Wireless Communications, Inc.
          news Release (relating to CS Transaction) (filed
          herewith).

99.3      February 27, 1996 Heartland Wireless Communications, Inc.
          News Release (providing further detail on the
          Transactions and CS Transaction) (filed herewith).