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                                                                   EXHIBIT 10.59
 
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES MAY
NOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR
UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM SATISFACTORY TO
THE CORPORATION THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE, ASSIGNMENT OR
TRANSFER.

THE TRANSFER OF THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF IS
SUBJECT TO COMPLIANCE WITH THE CONDITIONS SPECIFIED BELOW, AND NO TRANSFER OF
THIS WARRANT OR SUCH SECURITIES SHALL BE VALID UNTIL SUCH CONDITIONS HAVE BEEN
FULFILLED.

                         EQUALNET COMMUNICATIONS CORP.

                         COMMON STOCK PURCHASE WARRANT

Certificate No. 16                            Issuance Date:  September 10, 1998

     EQUALNET COMMUNICATIONS CORP. f/k/a EqualNet Holding Corp., a Texas 
corporation (the "Company"), located at 1250 Wood Branch Park Drive, Houston, 
Texas 77079, hereby certifies that, for value received, and in connection with 
that certain Loan and Security Agreement of even date herewith (the "Loan 
Agreement") between the Company and RFC Capital Corporation, a Delaware 
corporation ("RFC"), and the Senior Promissory Note granted to RFC by the 
Company (the "Promissory Note"), RFC, or subject to Section 11, its transferee 
(the "Holder"), is entitled to purchase from the Company 294,000 shares (the 
"Warrant Shares") of the Company's common stock, $.01 par value (the "Common 
Stock"), on terms specified below, which right to purchase the Warrant Shares 
(as defined below) shall vest immediately after the Closing and, unless 
specified otherwise herein, shall be exercisable at any time at the sole 
discretion of the Holder hereof before the close of business on July 23, 2003 
(the "Expiration Date").  All capitalized terms used herein and not otherwise 
defined shall have the meaning ascribed thereto in the Loan Agreement.

     The number and exercise price of such Warrant Shares shall be subject to 
adjustment as provided below.

     1.  Terms of Warrant.  Subject to adjustment as provided in Section 6 
below, the exercise price (the "Exercise Price") for the Warrant Shares shall 
equal to the arithmetic average of the closing price of the Company's stock on
the Nasdaq National Market for the three trading days immediately preceding the 
consummation of the loan represented as Tranche B.

     2.  Exchange of Warrants.  This Warrant, at any time prior to the exercise 
hereof, upon presentation and surrender to the Company, may be exchanged, alone 
or with the Warrants of like tenor registered in the name of Holder, for 
another Warrant or several Warrants in the name of Holder, which shall each 
provide for the purchase of the number of Warrant Shares as requested by Holder 
thereof, so long as the aggregate number of Warrant Shares purchasable under the
new Warrant or Warrants equals the aggregate number of Warrant Shares 
purchasable under the Warrant or Warrants surrendered.

     3.  Exercise of Warrant.

     The Holder of this Warrant may, at any time on or after the Closing Date, 
and on or before the Expiration Date, exercise this Warrant in whole at any 
time or in part from time to time for the purchase of the Warrant Shares which 
such Holder is then entitled to purchase hereunder at the Exercise Price.  In 
order to
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exercise this Warrant in whole or in part, Holder hereof shall deliver to the
Company (i) a written notice of such Holder's election to exercise this Warrant
(the "Exercise Notice"), which notice shall specify the number of the Warrant
Shares to be purchased, (ii) payment of the Exercise Price, and (iii) this
Warrant; provided, that, in case the issuance of such securities shall not have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), the Company may require that such Holder furnish to the Company a
written statement that such Holder is purchasing such securities for such
Holder's own account for investment and not with a view to the distribution
thereof and that none of such securities are being or will be offered or sold in
violation of the provisions of the Securities Act. Upon receipt thereof, the
Company shall, as promptly as practicable and in any event within five days,
execute or cause to be executed and deliver to such Holder a certificate
representing the aggregate number of such Warrant Shares to be issued (unless
the Exercise Notice specifies a greater number of certificates, in which case
such greater number of certificates shall be delivered in the denominations so
specified). The stock certificate or certificates so delivered shall be
registered in the name of such Holder, or subject to Section 11, such other name
as shall be designated in such Exercise Notice.

     No fractional shares are to be issued upon the exercise of this Warrant,
but the Company shall pay cash in respect of any fraction of a share which would
otherwise be issuable in an amount equal to the same fraction of the market
price per share of the Warrant Shares on the day of the exercise, as reasonably
determined by the Company. If this Warrant shall have been exercised only in
part, the Company shall, at the time of delivery of said certificate or
certificates, make appropriate notation on this Warrant and return the same to
such Holder. The Company shall pay all expenses, taxes and other charges payable
in connection with the preparation, execution and delivery of stock certificates
under this Section, except that, in case such stock certificates shall be
registered in a name or names other than the name of the Holder of this Warrant,
all stock transfer taxes payable upon the execution and delivery of such stock
certificate or certificates shall be paid by the Company hereof at the time of
delivering the Exercise Notice mentioned above. Promptly on notice from the
Company, the Holder hereof shall deliver with such Exercise Notice evidence,
satisfactory to the Company, that such taxes have been paid.

     4.  Shelf Registration Under the Securities Act.  As soon as practicable 
after the Issuance Date of this Warrant (the "Effective Time"), but not later 
than 90 days after the Effective Time, the Company shall file a registration 
statement on Form S-1 for a continuous registered shelf offering under Rule 415 
of the Securities Act (the "Shelf Registration Statement") covering the
registration of all of the Warrant Shares (the "Shelf Registered Securities").  
The Company shall use its best efforts to cause the Shelf Registration Statement
and the registration of the Shelf Registered Securities thereunder to be 
declared effective by the SEC as soon as practicable following the Effective 
Time, but not later than 105 days after the Effective Time, and shall 
continuously maintain the effectiveness of the Shelf Registration Statement at 
all times following the Effective Time until the third anniversary after the 
exercise of the last Warrant Shares (the "Last Exercise Date").  RFC's right to 
offer and sell Shelf Registered Securities pursuant to the Shelf Registration 
Statement shall be subject to the following limitations:

          (a) Notice of Proposed Sale. RFC shall give the Company written notice
of its bona fide intention to sell Shelf Registered Securities pursuant to the
Shelf Registration Statement at least three (3) business days in advance of the
proposed date of sale, and the Company shall act as soon as practicable to make
any necessary filings with the Securities and Exchange Commission and regulatory
bodies as may be necessary to permit the sale of the Shelf Registered
Securities.

          (b)  Expenses.  RFC shall bear all discounts, commissions or other 
amounts payable to underwriters or brokers and fees and disbursements of counsel
for RFC in connection with sales of Shelf Registered Securities by RFC.  All 
other expenses incurred in connection with a sale of Shelf Registered

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Securities pursuant to this Section 4, including without limitation all federal 
and "blue sky" registration and qualification fees, printers' and accounting 
fees, and fees and disbursements of counsel for the Company shall be borne by 
the Company.

          (c) Curative Measures. If for any reason the Shelf Registration
Statement ceases to be effective at any time prior to the third anniversary
after the Last Exercise Date, then the Company shall use its best efforts to
cause the Shelf Registration Statement (or a new shelf registration statement
conforming to the provisions of this Section 4) to be declared effective by the
SEC and remain effective until the third anniversary after the Last Exercise
Date.

     5.  Piggyback Registration Under the Securities Act.

     If, at any time, the Company proposes to register under the Securities Act,
any of its Common Stock (whether in a primary or secondary offering), or
securities convertible into or exercisable for Common Stock, on a form under the
Securities Act permitting registration of primary or secondary offerings, it
will each such time give written notice of its intention to do so to Holder, and
Holder shall have the right to participate in such registration as provided in
this Section 5. The Company will give Holder at least 30 days' prior written
notice of the filing of any such registration statement. There shall be no limit
on the number of times Holder shall have the right to participate in such
registrations or qualifications of Common Stock or other securities. If Holder
desires to participate in such registration or qualification of Common Stock or
other securities, Holder shall notify the Company, within 15 days after notice
from the Company of the proposed filing of any such registration statement, of
the number of Warrant Shares acquired upon exercise of this Warrant or which may
be acquired upon conversion of this Warrant (and which will be acquired in
accordance with the terms of this Warrant prior to the effectiveness of any
registration statement referred to herein) which Holder desires to have so
included. In the event the Company decides to proceed with such registration or
qualification, the Company will, at its sole expense, use its reasonable
efforts to cause all such Warrant Shares so requested by Holder to be registered
or qualified to permit the sale thereof; provided, however, that if, in
connection with the offering by the Company of Common Stock or other securities
pursuant to a registration under the Securities Act, the managing underwriter
shall impose a limitation on the number of secondary common shares of the
Company which may be included in any such registration statement because, in its
judgment, the inclusion of additional secondary shares would materially and
adversely affect such public offering, then any shares to be sold by the Company
shall have priority of registration and sale and in determining the number of
secondary shares to be registered and sold, the number of shares of Common Stock
otherwise required to be included in the underwritten public offering may be
reduced, provided, however, that after any such reduction the common shares to
be included in such offering shall be allocated among all holders having such
registration rights in proportion, as nearly as possible, to the respective
number of shares of Common Stock held by each shareholder to the number of
common shares then issued and outstanding. The Company shall bear all of the
expense of any registrations pursuant to this Section 5, except for the pro rata
portion of brokerage or underwriters' discounts or commissions relating to the
shares sold on behalf of the selling shareholders and Holder.

     6.   Share Dividends, Reclassification, Reorganization, Antidilution 
Provisions, Etc.  This Warrant is subject to the following further provisions:

     (a)  If, prior to the expiration of this Warrant by exercise or by its
terms, the Company shall issue any of its shares as a share dividend or
subdivide the number of outstanding shares into a greater number of shares,
then, in either of such cases, the exercise price shall be proportionately
reduced and the number of Warrant Shares at the time purchasable pursuant to
this Warrant shall be proportionately increased; and conversely, in the event
the Company shall contract the number of outstanding shares by combining the
shares

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into a smaller number of shares, then, in such case, the exercise price shall be
proportionately increased and the number of Warrant Shares at that time 
purchasable pursuant to this Warrant shall be proportionately decreased.  If the
Company shall, at any time during the life of this Warrant, declare a dividend 
payable in cash on its shares and shall at substantially the same time offer to 
its shareholders a right to purchase new shares from the proceeds of such 
dividend or for an amount substantially equal to the dividend, all shares so 
issued shall, for the purpose of this Warrant, be deemed to have been issued as 
a share dividend.  Any dividend paid or distributed upon the shares in shares 
of any other class or securities convertible into shares shall be treated as a 
dividend paid in shares to the extent that shares are issuable upon the 
conversion thereof.

     (b) If, prior to the expiration of this Warrant by exercise or by its
terms, the Company shall be recapitalized by reclassifying its outstanding
shares into shares with a different par value, or the Company or a successor
corporation shall consolidate or merge with or convey all or substantially all
of its or any successor corporation's property and assets to any other
corporation or corporations (any such corporation being included within the
meaning of the term "successor corporation" hereinbefore used in the event of
any consolidation or merger of any such corporation with, or the sale of all or
substantially all of the property of any such corporation to, another
corporation or corporations), the Holder shall thereafter have the right to
purchase the number of shares of the Company, or of any successor corporation,
to which the Holder would have been entitled had the Holder owned the number of
shares represented by this Warrant at the time of such recapitalization,
consolidation, merger or conveyance of all or substantially all of the property
or assets, upon the basis and on the terms and conditions and during the time
specified in this Warrant in lieu of the Warrant Shares of the Company
theretofore purchasable upon the exercise of this Warrant had such
recapitalization, consolidation, merger, or conveyance not taken place; and in
any such event, the rights of the Holder to an adjustment in the number of
Warrant Shares purchasable upon the exercise of this Warrant as herein provided
shall continue and be preserved in respect of any shares, securities or assets
which the holder of this Warrant becomes entitled to purchase.

     (c)  In case:

          (i)  the Company shall take a record of the holders of its shares for
          the purpose of entitling them to receive a dividend payable otherwise
          than in cash, or any other distribution in respect of the shares
          (including cash), pursuant to, without limitation, any spin-off,
          split-off or distribution of the Company's assets; or

          (ii) the Company shall take a record of the holders of its shares for
          the purpose of entitling them to subscribe for or purchase any shares
          of any class or to receive any other rights; or

          (iii) of any classification, reclassification or other reorganization
          of the shares which the Company is authorized to issue, consolidation
          or merger of the Company with or into another corporation, or
          conveyance of all or substantially all of the assets of the Company;
          or

          (iv)  of the voluntary or involuntary dissolution, liquidation or 
          winding up of the Company;

then, and in any such case, the Company shall mail to the Holder, at least 20 
days prior thereto, a notice stating the date of expected date on which a record
is to be taken for the purpose of such dividend, distribution or rights, or the 
date on which such classification, reclassification, reorganization, 
consolidation, merger, conveyance, dissolution, liquidation or winding up is to 
take place, as the case may be.  Such notice shall also specify the date or 
expected date, if any is to be fixed, as of which holders of shares of record 
shall be entitled to exchange

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their shares for securities or other property deliverable upon such
classification, reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up, as the case may be.

        (d) In case the Company at any time while this Warrant shall remain 
unexpired and unexercised shall sell all or substantially all of its property or
dissolve, liquidate or wind up its affairs, the Holder may thereafter receive
upon exercise hereof in lieu of each share of the Company which it would have
been entitled to receive the same kind and amount of any securities or assets as
may be issuable, distributable or payable upon any such sale, dissolution,
liquidation or winding up with respect to each share of the Company.

        7.  Representations and Warranties of the Company.

        (a) The Company represents and warrants that it has complied with all 
Federal and state securities laws.

        (b) The Company represents and warrants that the Shares to be issued 
upon exercise of this Warrant will be validly issued, fully paid, and 
nonassessable.

        8.  Reservation of Shares Issuable on Exercise of Warrants. The Company 
will at all times reserve and keep available out of its authorized shares,
solely of issuance upon the exercise of this Warrant and other similar Warrants,
such number of Warrant Shares and other shares as from time to time shall be
issuable upon the exercise of this Warrant and all other similar Warrants at the
time outstanding.

        9.  Loss. Theft, Destruction or Mutilation. Upon receipt by the Company 
of evidence satisfactory to it (in the exercise of its reasonable discretion) of
the ownership of and the loss, theft, destruction or mutilation of this Warrant 
and (in the case of loss, theft or destruction) of an indemnity satisfactory to 
it (in the exercise of its reasonable discretion), and (in the case of 
mutilation) upon surrender and cancellation thereof the Company will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

        10. Warrant Holder Not a Shareholder. The Holder, as such, shall not be 
entitled by reason of this Warrant to any rights whatsoever of a shareholder of 
the Company.

        11. Restrictions on Transfer. Compliance with the Securities Act. Each
Holder of the Warrant or Warrant Shares hereby acknowledges being informed that
the Warrant or Warrant Shares must be held by him indefinitely unless the
Warrant or Warrant Shares are registered for sale by such Holder under the
Securities Act or an exemption from such registration is available. Each
certificate for Warrant Shares issued upon exercise of Warrants shall bear a
legend to the effect that such Warrant Shares may not be transferred except upon
compliance with the provisions of the Securities Act. This Warrant is
transferable only on the books of the Company by the Holder in person or by
attorney, on surrender of this Warrant, properly endorsed. The Company agrees to
provide the Holder hereof with any evidence necessary to demonstrate that any
such transfer will not be a violation of the Securities Act.

        12. Recognition of Holder. Prior to due presentment for registration of 
transfer of this Warrant, the Company may treat the Holder as the person 
exclusively entitled to receive notices and otherwise to exercise rights 
hereunder.

        13. Taxes and Expenses. Except as otherwise provided herein, the Company
will pay any applicable transfer taxes and other reasonable transfer expenses
incurred with respect to the issue of this Warrant or the Warrant Shares
issuable upon exercise thereof.

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        14. Mailing of Notices, Etc.  All notices and other communications from 
the Company to the Holder of this Warrant shall be mailed by first-class, 
registered mail, postage prepaid, to the address furnished to the Company in 
writing by the Holder of this Warrant.

        15. Applicable Law.  This Warrant shall be governed by, and construed in
accordance with, the laws of the State of Delaware.

Dated:  September 10, 1998              EQUALNET COMMUNICATIONS CORP.

ATTEST: /s/ Signature Appears Here      By:  /s/ Mitchell Bodian
       ____________________________         __________________________
                                             Name: Mitchell Bodian
                                             Its:  Chief Executive Officer

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