Form  10-Q
Securities  and  Exchange  Commission
Washington,  D.C.  20549

Quarterly  report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of  1934
For  the  quarterly  period  ended  December  31,  1998.

Commission  File  Number  000-24817
Exact name of registrant as specified in its charter: 21st Century Telesis (II),
Inc.
State  or  other  jurisdiction  of  incorporation  or  organization:  Delaware
I.R.S.  Employer  Identification  No.:  33-069528
Address of principal executive offices: 650 Town Center Drive, Suite 1999, Costa
Mesa,  CA  92626
Registrant's  telephone  number,  including  area  code:  (949)  752-2178
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that registrant was required
to  file such reports), and (2) has been subject to such filing requirements for
the  past  90  days.  Yes  to  both.

Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock, as of the latest practicable date. 100 shares of common stock and
2,571,328  shares  of  preference  stock  (note: all preferences associated with
registrant's  preference  stock have lapsed, and such stock is equivalent in all
respects  to  common  stock).

Part  1.  Financial  Information

Prefatory Note: The statements contained in this Form 10 that are not historical
facts  are  "forward-looking  statements"  (as defined in the Private Securities
Litigation  Reform  Act  of  1995),  which  can  be  identified  by  the  use of
forward-looking words such as "believes," "expects," "may," "will," "should," or
"anticipates"  or the negative thereof or other variations thereon or comparable
words.  Registrant  wishes  to  caution  the  reader  that these forward-looking
statements,  including, without limitation, statements regarding the development
of  Registrant's business, the markets for its services, its anticipated sources
of  financing  and  capital  expenditures  and other statements contained herein
regarding  matters  that  are  not  historical  facts,  are only predictions. No
assurances  can  be  given  that such predictions will prove correct or that the
anticipated future results will be achieved; actual events or results may differ
materially,  either  because  one  or  more  of  such  predictions  prove  to be
erroneous,  or  as  a  result  of  risks  facing  Registrant.


Registrant's financial statements (unaudited) for the quarter ended 12.31.98 are
set  forth  below.

                          21ST CENTURY TELESIS, INC.
                         21ST CENTURY TELESIS (II), INC.
                     21ST CENTURY TELESIS JOINT VENTURE and
                        21ST CENTURY BIDDING CORPORATION
                          (DEVELOPMENT STAGE COMPANIES)
                             COMBINED BALANCE SHEET
                    DECEMBER 31, 1998 AND SEPTEMBER 30, 1998
                                    UNAUDITED
<TABLE>
<CAPTION>

ASSETS
                                                                    December 31, 1998     September 30, 1998
                                                                   --------------------  --------------------
Current assets
<S>                                                                <C>                   <C>
  Cash in bank. . . . . . . . . . . . . . . . . . . . . . . . . .  $           719,988   $         2,660,126 
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . .               50,931                21,152 
  Loan receivable . . . . . . . . . . . . . . . . . . . . . . . .               50,000                50,000 
  Accrued interest receivable . . . . . . . . . . . . . . . . . .               13,542                12,291 
                                                                   --------------------  --------------------

    Total current assets. . . . . . . . . . . . . . . . . . . . .              834,461             2,743,569 
                                                                   --------------------  --------------------


Property and equipment
  Furniture, fixtures and equipment . . . . . . . . . . . . . . .              208,211               205,580 
  Accumulated depreciation. . . . . . . . . . . . . . . . . . . .             (104,163)              (94,263)
                                                                   --------------------  --------------------

    Total property and equipment. . . . . . . . . . . . . . . . .              104,048               111,317 
                                                                   --------------------  --------------------


Other assets
  PCS licenses, including capitalized interest. . . . . . . . . .           50,437,742            49,274,863 
  Capitalized system development costs. . . . . . . . . . . . . .              805,305               736,872 
  Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . .              261,643               511,524 
                                                                   --------------------  --------------------

    Total other assets. . . . . . . . . . . . . . . . . . . . . .           51,504,690            50,523,259 
                                                                   --------------------  --------------------




    Total assets. . . . . . . . . . . . . . . . . . . . . . . . .  $        52,443,199   $        53,378,145 
                                                                   ====================  ====================






LIABILITIES AND SHAREHOLDERS' EQUITY
                                                                      December 31, 1998 . September 30, 1998
                                                                   --------------------  -------------------- 
Current liabilities
  Accounts payable and accrued fees . . . . . . . . . . . . . . .  $           128,336   $           139,148 
  Insurance contract payable. . . . . . . . . . . . . . . . . . .               10,048                     - 
  Note payable - Federal  Communications
    Commission. . . . . . . . . . . . . . . . . . . . . . . . . .              177,997                88,308 
  Accrued interest - FCC notes payable. . . . . . . . . . . . . .            1,560,149             1,302,105 
                                                                   --------------------  --------------------

    Total current liabilities . . . . . . . . . . . . . . . . . .            1,876,530             1,529,561 
                                                                   --------------------  --------------------

Long term liabilities
  Notes payable - Federal Communications
    Commission. . . . . . . . . . . . . . . . . . . . . . . . . .           35,935,785            35,692,589 
                                                                   --------------------  --------------------

    Total long term liabilities . . . . . . . . . . . . . . . . .           35,935,785            35,692,589 
                                                                   --------------------  --------------------

Shareholders' equity
  21st Century Telesis, Inc.
   Common stock - Series A, $.01 par value, 736,429 shares
      authorized, issued and outstanding. . . . . . . . . . . . .                7,364                 7,364 
   Common stock - Series B, $.01 par value, 1,970,714 shares
      authorized, 1,643,214 shares issued and outstanding . . . .                    -                     - 
   Preference stock, $.10 par value, 5,500,000 shares authorized,
      175,000 shares issued and outstanding . . . . . . . . . . .               17,500                17,500 
  21st Century Telesis (II), Inc.
   Preference stock, $.10 par value, 5,500,000 shares authorized,
      2,571,328 shares issued and outstanding . . . . . . . . . .              257,133               257,133 
  Additional paid in capital. . . . . . . . . . . . . . . . . . .           23,387,975            23,387,975 
  Deficit accumulated during the development stage. . . . . . . .           (9,039,088)           (7,513,977)
                                                                   --------------------  --------------------

    Total shareholders' equity. . . . . . . . . . . . . . . . . .           14,630,884            16,155,995 
                                                                   --------------------  --------------------

    Total liabilities and
       shareholders' equity . . . . . . . . . . . . . . . . . . .  $        52,443,199   $        53,378,145 
                                                                   ====================  ====================

</TABLE>




                              21ST CENTURY TELESIS, INC.
                         21ST CENTURY TELESIS (II), INC.
                     21ST CENTURY TELESIS JOINT VENTURE and
                        21ST CENTURY BIDDING CORPORATION
                          (DEVELOPMENT STAGE COMPANIES)
                        COMBINED STATEMENT OF OPERATIONS
              FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 AND 1997
                PERIOD FROM DECEMBER 6, 1994 TO DECEMBER 31, 1998
                                    UNAUDITED
<TABLE>
<CAPTION>




                                                                                                    December 6, 1994
                                                 Three Months                  Three Months               (Date of
                                                     Ended                        Ended                 Inception) To
                                               December 31, 1998            December 31, 1997         December 31, 1998
                                          ---------------------------  ----------------------------  -------------------
<S>                                       <C>                          <C>                           <C>
Revenue. . . . . . . . . . . . . . . . .  $                        -   $                         -   $                - 
                                          ---------------------------  ----------------------------  -------------------

Operating expenses
  Salaries . . . . . . . . . . . . . . .                     238,629                       204,562            2,379,488
  Travel, meetings and conferences . . .                      56,242                        32,946              643,016
  Legal and other professional services.                   1,108,493                        52,817            2,132,227
  Interest expense . . . . . . . . . . .                           -                             -              119,156
  Rent . . . . . . . . . . . . . . . . .                      36,494                        29,319              305,620
  Telephone. . . . . . . . . . . . . . .                      13,066                        10,081              131,075
  Payroll taxes. . . . . . . . . . . . .                       8,599                        11,219              166,251
  Office and other expense . . . . . . .                      82,557                        69,431              770,236
  Loss on return of C block licenses . .                           -                             -            2,945,785
                                          ---------------------------  ----------------------------  ------------------

    Total operating expenses . . . . . .                   1,544,080                       410,375            9,592,854

Other income
  Miscellaneous. . . . . . . . . . . . .                       2,916                             -                2,916
  Interest income. . . . . . . . . . . .                      16,053                        60,132              550,850
                                          ---------------------------  ----------------------------  ------------------

Loss before provision for income taxes .                  (1,525,111)                     (350,243)         (9,039,088)

Provision for income taxes . . . . . . .                           -                             -                    - 
                                          ---------------------------  ----------------------------  ------------------


Net loss . . . . . . . . . . . . . . . .  $               (1,525,111)  $                  (350,243)  $       (9,039,088)
                                          ===========================  ============================  ===================



                                                       Three Months. . . . . . .  Three Months
                                                              Ended. . . . . . . . . . .  Ended
                                                  December 31, 1998. . . . .  December 31, 1997
                                               ---------------------  ------------------------- 

21st Century Telesis, Inc.
  Basic and diluted income (loss)
    per share. . . . . . . . . . . . . .                      (0.18)                         0.01 
                                          ===========================  ============================
  Weighted average shares outstanding. .                   2,554,643                     2,554,643 
                                          ===========================  ============================

21st Century Telesis (II), Inc.
  Basic and diluted loss per share . . .                      (0.42)                       (0.14)
                                          ===========================  ============================ 
  Weighted average shares outstanding. .                   2,571,428                     2,571,428 
                                          ===========================  ============================

</TABLE>






                          21ST CENTURY TELESIS, INC.
                         21ST CENTURY TELESIS (II), INC.
                     21ST CENTURY TELESIS JOINT VENTURE and
                        21ST CENTURY BIDDING CORPORATION
                          (DEVELOPMENT STAGE COMPANIES)
               CONDENSED COMBINED STATEMENT OF SHAREHOLDERSEQUITY
                  FOR THE THREE MONTHS ENDED DECEMBER 31, 1998
                                    UNAUDITED
<TABLE>
<CAPTION>




                                                      21st Century Telesis, Inc.
                                                     ---------------------------


                                          Common Stock - Series A              Common Stock - Series B     Preference Stock
                                           -----------------------              ------------------------  ---------------- 
                                     No. of                                          No. of                No. of
                                     Shares                    Amount                Shares       Amount   Shares   Amount
                             -----------------------  ------------------------  ----------------  -------  -------  -------
<S>                          <C>                      <C>                       <C>               <C>      <C>      <C>
Balance, September 30, 1998                  736,429  $                  7,364         1,643,214  $     -  175,000  $17,500

Net loss. . . . . . . . . .                        -                         -                 -        -        -        -
                             -----------------------  ------------------------  ----------------  -------  -------  -------

Balance, December 31, 1998.                  736,429  $                  7,364         1,643,214  $     -  175,000  $17,500
                             =======================  ========================  ================  =======  =======  =======

</TABLE>

<TABLE>
<CAPTION>


                                        21st Century Telesis (II), Inc.
                                        -------------------------------


                                                                            Deficit
                                      Preference Stock                     Accumulated
                                       ---------------- 
                                                            Additional      During the
                                  No. of                      Paid In       Development
                                  Shares          Amount       Capital        Stage         Total
                             ----------------  ------------  ------------  ------------  ------------
<S>                          <C>               <C>           <C>           <C>           <C>
Balance, September 30, 1998         2,571,328  $    257,133  $ 23,387,975  $(7,513,977)  $16,155,995 

Net loss. . . . . . . . . .                 -             -             -   (1,525,111)   (1,525,111)
                             ----------------  ------------  ------------  ------------  ------------

Balance, December 31, 1998.         2,571,328  $    257,133  $ 23,387,975  $(9,039,088)  $14,630,884 
                             ================  ============  ============  ============  ============

</TABLE>




                          21ST CENTURY TELESIS, INC.
                         21ST CENTURY TELESIS (II), INC.
                     21ST CENTURY TELESIS JOINT VENTURE and
                        21ST CENTURY BIDDING CORPORATION
                          (DEVELOPMENT STAGE COMPANIES)
                        COMBINED STATEMENT OF CASH FLOWS
              FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 AND 1997
                PERIOD FROM DECEMBER 6, 1994 TO DECEMBER 31, 1998
                                    UNAUDITED
<TABLE>
<CAPTION>



                                                               December 6, 1994
                                                                 Three Months                          Three Months
                                                                     Ended                                Ended
                                                               December 31, 1998                    December 31, 1997
                                                     -------------------------------------  ----------------------------------
<S>                                                  <C>                                    <C>
Cash flows from operating activities: . . . . . . .                                     -                                   - 

  Net loss. . . . . . . . . . . . . . . . . . . . .  $                         (1,525,111)  $                        (350,243)
  Adjustments to reconcile net loss to net cash
    used by operating activities:
    Loss on return of C block licenses. . . . . . .                                     -                                   - 
    Other non-cash adjustments. . . . . . . . . . .                               478,106                            (230,410)
                                                     -------------------------------------  ----------------------------------

    Net cash used by operating activities . . . . .                            (1,047,005)                           (580,653)
                                                     -------------------------------------  ----------------------------------

Cash flows from investing activities:
  Payments for PCS licenses . . . . . . . . . . . .                              (571,950)                                  - 
  Payments for capitalized system costs . . . . . .                               (68,433)                           (150,000)
  Advanced on note receivable . . . . . . . . . . .                                     -                                   - 
  Purchases of property and equipment . . . . . . .                                (2,631)                            (42,281)
  Payments of deposits and organizational costs . .                              (250,119)                                  - 
                                                     -------------------------------------  ----------------------------------

    Net cash used by investing activities . . . . .                              (893,133)                           (192,281)
                                                     -------------------------------------  ----------------------------------

Cash flows from financing activities:
  Proceeds from issuance of common stock - Series A                                     -                                   - 
  Proceeds from issuance of preference stock -
    net of issuance costs . . . . . . . . . . . . .                                     -                                   - 
  Proceeds from note payable. . . . . . . . . . . .                                     -                                   - 
  Payments on note payable. . . . . . . . . . . . .                                     -                                   - 
                                                     -------------------------------------  ----------------------------------

    Net cash provided by financing activities . . .                                     -                                   - 
                                                     -------------------------------------  ----------------------------------

Net increase (decrease) in cash . . . . . . . . . .                            (1,940,138)                           (772,934)

Cash at beginning of period . . . . . . . . . . . .                             2,660,126                           5,829,299 
                                                     -------------------------------------  ----------------------------------

Cash at end of period . . . . . . . . . . . . . . .                              719,988                          5,056,365
                                                     =====================================  ==================================



                                                                  (Date of
                                                               Inception) to
                                                             December 31, 1998
                                                     ----------------------------------
<S>                                                  <C>
Cash flows from operating activities: . . . . . . .                                  - 

  Net loss. . . . . . . . . . . . . . . . . . . . .  $                      (9,039,088)
  Adjustments to reconcile net loss to net cash
    used by operating activities:
    Loss on return of C block licenses. . . . . . .                          2,945,785 
    Other non-cash adjustments. . . . . . . . . . .                            495,327 
                                                     ----------------------------------

    Net cash used by operating activities . . . . .                         (5,597,976)
                                                     ----------------------------------

Cash flows from investing activities:
  Payments for PCS licenses . . . . . . . . . . . .                        (15,778,898)
  Payments for capitalized system costs . . . . . .                           (550,552)
  Advanced on note receivable . . . . . . . . . . .                            (50,000)
  Purchases of property and equipment . . . . . . .                           (208,210)
  Payments of deposits and organizational costs . .                           (764,348)
                                                     ----------------------------------

    Net cash used by investing activities . . . . .                        (17,352,008)
                                                     ----------------------------------

Cash flows from financing activities:
  Proceeds from issuance of common stock - Series A                             25,000 
  Proceeds from issuance of preference stock -
    net of issuance costs . . . . . . . . . . . . .                         23,644,972 
  Proceeds from note payable. . . . . . . . . . . .                          1,000,000 
  Payments on note payable. . . . . . . . . . . . .                         (1,000,000)
                                                     ----------------------------------

    Net cash provided by financing activities . . .                         23,669,972 
                                                     ----------------------------------

Net increase (decrease) in cash . . . . . . . . . .                            719,988 

Cash at beginning of period . . . . . . . . . . . .                                  - 
                                                     ----------------------------------

Cash at end of period . . . . . . . . . . . . . . .                           719,988
                                                     ==================================

</TABLE>


                          21ST CENTURY TELESIS, INC.
                           --------------------------
                         21ST CENTURY TELESIS (II), INC.
                         -------------------------------
                     21ST CENTURY TELESIS JOINT VENTURE AND
                     --------------------------------------
                        21ST CENTURY BIDDING CORPORATION
                        --------------------------------
                          (DEVELOPMENT STAGE COMPANIES)
                          -----------------------------

                NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS
                ------------------------------------------------


1.     GENERAL
       -------

21st Century Telesis, Inc. ("21st I") and 21st Century Telesis (II), Inc. ("21st
II") have been in the development stage since formation as Delaware corporations
on  December  6,  1994,  and  January 5, 1995, respectively.  21st I and 21st II
thereafter  formed  21st  Century  Telesis  Joint  Venture ("21st JV") under the
general  partnership  law  of  Delaware,  to  serve  as  the  entity  that would
participate  in  the  FCC  auction and build and operate Personal Communications
Services  ("PCS") systems under licenses obtained at the FCC auctions.   21st JV
formed  a  wholly  owned  Delaware  subsidiary, 21st Century Bidding Corporation
(21st BC). Under the terms of the Joint Venture Agreement, which was executed as
of  January 23, 1995, 21st I controls and manages 21st JV, for which services it
is  reimbursed for all its direct and indirect costs.  Profits, gains and losses
of  the  21st  JV  are  to  be  distributed  30%  to  21st I and 70% to 21st II.

The  accompanying  combined  financial statements reflect the combination of the
individual  financial  statements  of  21st  I,  21st  II,  21st JV, and 21st BC
(collectively  referred to as "the Companies"). These Companies are under common
control  of  21st I, as described above, are under common management, and engage
in  similar  operating  activities.  Combination  of  the  individual  financial
statements  provides  a  more  meaningful  financial presentation than would the
individual  statements  shown separately. Intercompany transactions and balances
have  been  eliminated  in  these  combined  financial  statements.

The  accompanying  condensed combined financial statements of the Companies have
been  prepared  by  the  Companies  without  audit  pursuant  to  the  rules and
regulations  of  the  Securities  and  Exchange Commission (the "SEC").  Certain
information  and  footnote disclosures normally included in financial statements
presented  in accordance with generally accepted accounting principles have been
condensed  or  omitted  pursuant  to  the rules and regulations of the SEC.  The
Company  believes  the  disclosures  made  are  adequate to make the information
presented  not misleading.  However, the condensed combined financial statements
should  be  read in conjunction with the combined financial statements and notes
thereto  included  in  the  Companies' Form 10K for the year ended September 30,
1998.

In  the  opinion of the Companies, the accompanying unaudited condensed combined
financial  statements  reflect  all  adjustments necessary to present fairly the
combined  financial  position  of  the  Companies  as  of  December 31, 1998 and
September  30,  1998,  and the combined results of operations and cash flows for
the  three  month  periods  ended December 31, 1998 and 1997 and the period from
inception  to December 31, 1998.  Interim results are not necessarily indicative
of  fiscal  year  performance  because  of  the impact of seasonal or short-term
variations.



2.     EARNINGS  PER  SHARE
       --------------------

          The  condensed  combined  financial  statements  are  presented  in
accordance  with  Statement  on  Financial  Accounting Standards (SFAS) No. 128,
Earnings Per Share.  Basic EPS is completed using the weighted average number of
shares  outstanding  during  each  period.  Diluted  EPS gives the effect of the
potential  dilution  of  earnings  which may have occurred if dilutive potential
shares had been issued.  Since the Companies incurred net losses, both basic and
diluted earnings per share are the same amount.  Warrants to issue 94,600 shares
of  21st  II preference stock have been excluded from the computation of diluted
net  loss  per  share  as  the  effect  of  their  inclusion  would  have  been
anti-dilutive.




3.     RETURN  OF  C  BLOCK  LICENSES  AND  DEBT  RESTRUCTURING
       --------------------------------------------------------

     The  FCC  issued  a  reconsideration order which went into effect in April,
1998  which  allowed  C  block  PCS license holders options to restructure their
licenses  and  related debts to the FCC.  On June 8, 1998, the Companies elected
to  return  one-half  of  the  spectrum (15 MHz of its 30 MHz) for each if its C
block licenses.  This dissagregation election extinguished 50% of the respective
license  debt  and accrued interest and prohibits the Companies from bidding for
this  spectrum,  or  otherwise  acquiring in the secondary market, for two years
from the date of the start of the re-auction.  As a result of this election, the
Companies  recognized  a  charge  to  operations  of  $2,945,785  in  June 1998,
representing  the forfeiture of part of the original down payment on the C block
PCS  licenses.

     The restructured C block license notes have a carrying value of $33,301,193
at December 31, 1998.  These notes continue to bear interest at 7.0% and require
quarterly  interest  only  payments  of  $773,269  beginning on October 31, 1998
through  October 31, 2002.  Commencing January 31, 2003, quarterly principal and
interest  payments  of  $3,190,268  are required with any unpaid balances due on
September  17,  2006.

The  Companies  also have F block notes payable to the FCC with a carrying value
of  $2,812,589  at  December  31,  1998.  These notes bear interest at 6.25% and
require  interest  only  payments  of  $56,725  through April 1999 and quarterly
principal  and  interest  payments  thereafter  of  $145,034 through April 2007.

     Pursuant to industry practices, the FCC debts have been recorded at the net
present  value  of  the  required  payments  based on the Companies' estimate of
borrowing  costs  of  13%  for  debt  similar  to  that  issued  by  the  FCC.


4.     COMMITMENTS  AND  CONTINGENCIES
       -------------------------------

     FCC  Control  Requirements
As  a qualifying small business with an identified control group (certain of the
founding stockholders of 21st I), the 21st JV benefited from bidding credits and
installment  financing  in  the  FCC's C and F block auctions.  The 21st JV must
continue  to  comply with applicable FCC small business criteria for the initial
10-year  term  of  the  licenses;  failure  to do so will result in an immediate
requirement  to  pay  the  unpaid  balance  of  the  license fees in cash and to

4.     COMMITMENTS  AND  CONTINGENCIES  (continued)
       -------------------------------

refund the bidding credits, plus interest thereon.  With FCC approval, the C and
F  block licenses owned by the 21st JV may be transferred at any time to another
entity  that  qualifies  under  the  FCC  small business criteria.  Transfers to
non-qualifying  transferees  are  prohibited  during  the first five years after
license  award; non-qualifying transfers from the sixth year after license award
through  tenth  and  final  year  of  the  initial license term require the cash
payment  of the unpaid balance of the license fees and the refund of the bidding
credits,  plus  interest  thereon.

     FCC  Build-out  Requirement
All PCS license holders are required to meet certain requirements imposed by the
FCC relating to the provision of service in each license area.  C block  license
holders  must  provide  coverage  to one-third of the population in each license
service area within five years of license grant and two-thirds of the population
in  each  license  service  area  within  ten  years of license grant.   F block
license  holders  must provide coverage to one-quarter of the population in each
license  service  area  within five years of license grant, or make a showing of
substantial  service  in their license area within five years of being licensed.
Failure  to  comply  with  the  build-out  requirements could subject 21st JV to
license forfeiture or other penalties, and may have a material adverse effect on
the  financial  condition  of  21st  JV.

     PCS  Network  Build-out  and  Development
Management  of  the  Companies is negotiating with equipment vendors to acquire,
install and maintain PCS network equipment in the operating areas represented by
its  PCS licenses.  The development of the infrastructure necessary to offer PCS
services is subject to delays and risks, including those inherent in the general
uncertainty  associated  with design, acquisition, installation and construction
of  wireless telephone systems.  The successful development of the licenses also
depends  on the Companies' ability to lease or acquire sites for the location of
equipment,  some of which may be subject to zoning or other regulatory approvals
which  are  beyond  the  Companies'  control.  Delays  in  the  site acquisition
process,  as  well  as in the acquisition of equipment or in construction, could
adversely  affect  the  timing  for  build-out  of  the  Companies'  licenses.

The  Companies  are  developmental companies that have incurred net losses since
inception  and  expect  to  continue  to  experience  net  losses  and cash flow
deficiencies  from  operations.  As  more  fully  discussed  in the Management's
Discussion  and  Analysis,  the  Companies  will  require substantial amounts of
additional  capital  to  design, develop and build their PCS network, meet their
FCC  license  debt  service requirements, provide for continuing working capital
needs,  and  to  market  and promote the Companies' services.  The Companies are
exploring  the availability of additional capital.  The ability of the Companies
to  raise  the  necessary  capital  is  subject  to  numerous  uncertainties and
management can provide no assurances that such capital will be raised timely for
the  built-out  of  the  Companies'  PCS  system  or  to  meet  the debt service
requirements  of  the  PCS  license  debts.


5.     RECENT  ACCOUNTING  PRONOUNCEMENTS
       ----------------------------------

In  March 1998, Statement of Position 98-1, "Accounting for the Cost of Computer
Software  Developed or Obtained for Internal Use" ("SOP 98-1"), was issued which
provides guidance on whether and under what conditions the costs of internal-use
software  should  be  capitalized.  SOP  98-1  is effective for all transactions
entered  into in fiscal years beginning after December 15, 1998, however earlier
adoption  is encouraged.  Companies believe the adoption of SOP 98-1 will not be
material  to  its  results  of  operations  or  cash  flows.

In  June 1997, Statement of Financial Accounting Standards No. 131, "Disclosures
about  Segments  of  an  Enterprise  and  Related  Information" was issued which
redefines  how  operating  segments  are  determined and requires disclosures of
certain  financial  and  descriptive information about operating segments.  SFAS
131  is  effective  for fiscal periods beginning after December 15, 1997 and its
adoption may require additional disclosure of the Company's historical financial
data  beginning  with  fiscal  year  ending  September  30,  1999.


<PAGE>
6.     21st  CENTURY  TELESIS  (II),  INC.
       -----------------------------------
As  described  in Note 1, the condensed combined financial statements include in
the  financial  statements  of  21st  Century Telesis (II), Inc.   The condensed
balance  sheets,  statements of operation, and statements of cash flows for 21st
II  are  presented  below:
<TABLE>
<CAPTION>



                                                         December 31,    September 30,
                                                             1998            1998
                                                        --------------  ---------------
  Balance Sheets
------------------------------------------------------                         
<S>                                                     <C>             <C>
                                                                    -                - 
    Assets:
      Cash and cash equivalents. . . . . . . . . . . .  $     236,108   $      249,741 
      Due from affiliated Company. . . . . . . . . . .      1,912,000                - 
      Investment in 21st Century Joint Venture . . . .     15,911,637       16,985,296 
                                                        --------------  ---------------
                                                        $  18,059,745   $   17,235,037 
                                                        ==============  ===============
    Liabilities:
      Accounts payable and accrued expenses. . . . . .  $      20,930   $       23,995 
      Due to 21st Century Joint Venture. . . . . . . .      1,898,412              546 
                                                        --------------  ---------------
                                                            1,919,342           24,541 
                                                        --------------  ---------------
    Stockholders' equity:
      Common stock . . . . . . . . . . . . . . . . . .          1,000            1,000 
      Preference stock . . . . . . . . . . . . . . . .        257,133          257,133 
      Additional paid-in capital . . . . . . . . . . .     22,512,839       22,512,839 
      Deficit accumulated during the development stage     (6,630,569)      (5,560,476)
                                                        --------------  ---------------
                                                           16,140,403       17,210,496 
                                                        --------------  ---------------
                                                        $  18,059,745   $   17,235,037 
                                                        ==============  ===============
</TABLE>



<PAGE>
6.     21st  CENTURY  TELESIS  (II),  INC.  (continued)
       -----------------------------------
<TABLE>
<CAPTION>



                                                      Three Months               Three Months
                                                          ended                     ended        Inception to
                                                       December 31,              December 31,    December 31,
                                                          1998                       1997            1998
                                           -----------------------------------  --------------  --------------
  Statements of Operations
-----------------------------------------                                                              
<S>                                        <C>                                  <C>             <C>
    Revenues - Management fee 21st JV . .  $                                -   $           -   $           - 
    Loss from unconsolidated affiliate. .                           1,073,659         394,187       5,991,122 
    Management fee to 21st I. . . . . . .                                   -               -         874,000 
    Miscellaneous expenses. . . . . . . .                                   -           3,818          51,278 
                                           -----------------------------------  --------------  --------------
                                                                    1,073,659         398,005       6,916,400 
    Interest income . . . . . . . . . . .                               3,566          31,505         285,831 
                                           -----------------------------------  --------------  --------------
    Net income. . . . . . . . . . . . . .                         ($1,070,093)      ($366,500)    ($6,630,569)
                                           ===================================  ==============  ==============


  Condensed Statements of Cash Flows
-----------------------------------------                                                                     
    Cash flows from operating activities:
      Net losses. . . . . . . . . . . . .                         ($1,070,093)      ($366,500)    ($6,630,569)
      Losses from 21st JV . . . . . . . .                           1,073,659         394,187       5,991,122 
      Changes in operating assets
        and liabilities . . . . . . . . .                              (3,065)        (48,062)         20,930 
                                           -----------------------------------  --------------  --------------
                                                                          501         (20,375)       (618,517)
    Cash flows from investing activities:
      Investments in 21st JV. . . . . . .                                   -        (744,750)    (21,902,759)

    Cash flows from financing activities:
      Payments of loan payable - net. . .                             (14,134)     (3,175,000)        (13,588)
      Proceeds from issuance of stock . .                                   -               -      22,770,972 
                                           -----------------------------------  --------------  --------------
    Net change in cash. . . . . . . . . .                             (13,633)     (3,940,125)        236,108 
    Cash at beginning of period . . . . .                             249,741       5,784,145               - 
                                           -----------------------------------  --------------  --------------
    Cash at end of period . . . . . . . .  $                          236,108   $   1,844,020   $     236,108 
                                           ===================================  ==============  ==============

</TABLE>



Item  2. Management's Discussion and Analysis of Financial Condition and Results
of  Operation.

Introduction

21st  Century Telesis, Inc. II (Registrant), and its joint venture partner, 21st
Century  Telesis,  Inc.  (21st  I)  were  formed  in  late  1994 and early 1995,
respectively,  in  Delaware and thereafter formed a Delaware general partnership
under  the  name  of 21st Century Telesis Joint Venture (21st JV) in early 1995,
for  the purpose of raising funds to participate in the FCC's entrepreneur block
PCS license auctions. 21st JV's sole purpose is to acquire PCS licenses from the
FCC  and  to  develop  its  PCS system in those geographic market areas. 21st JV
formed  a  Delaware  subsidiary 21st Century Bidding Corporation (21st BC) which
also  acquired  PCS  licenses from the FCC. The Joint Venture Agreement provides
that  30%  of  all  profits,  gains,  and losses of 21st JV will be allocated or
distributed  to 21st Century I and 70% is to be allocated or distributed to 21st
II.

These  companies,  collectively  referred  to  as  "the  Companies",  are in the
development  stage and, to date, have devoted substantially all of their efforts
to  developing  their  business  strategy,  raising  capital,  and designing and
developing  their  wireless  network.  21st I manages and has complete authority
over 21st JV under the terms of the Joint Venture Agreement. Since the Companies
are  under  common  control  and  management,  the  financial statements of each
individual  company  have  been  combined to provide a more meaningful financial
presentation  of  the  operations  of  the  Companies.


Results  of  Operations
-----------------------
The  Companies  have  had  no  revenues  from  operating  activities since their
inception.  The  Companies'  sole  source  of  revenues has been interest income
earned on invested cash balances. Interest income for the quarter ended December
31,  1998  was  $16,053  compared  to $60,132 for the quarter ended December 31,
1997. The decrease in interest income is attributable to a decrease in available
cash  resulting  from  operations.

Total  expenses  for  the  quarter  ended  December  31, 1998 totaled $1,544,080
compared  to  $410,375 for the quarter ended December 31, 1997. The increases in
expenses  for the quarter ended December 31, 1998 were attributable primarily to
increased  salaries and additional legal and other professional services related
to  its  efforts  to  secure  financing  and  the  contracts associated with the
development  of  its PCS system. During the quarter ended December 31, 1998, the
Companies  expensed  $965,000 of financing costs incurred related to a financing
opportunity  which  management has determined is no longer viable. The Companies
have also paid a non-refundable $250,000 financing fee to Banco Paribus pursuant
to  a senior secured financing commitment that has been recorded as a deposit in
the Companies' December 31, 1998 balance sheet. The future realizability of this
deferred  cost  is  dependent  upon  the successful completion of this financing
commitment.


Liquidity  and  Capital  Resources

During  the  years  ended  September  30,  1997  and 1996 the Companies received
proceeds  from  the  issuance  of  preferred  stock by 21st II of $6,554,840 and
$15,389,118,  respectively,  and  $801,014  during  the period from inception to
September  30,  1995.  21st  I  also  received  $900,000  during the period from
inception  to  September 30, 1995 from the issuance of its capital stock. During
the  year  ended  September  30,  1996,  the  Companies borrowed $1 million from
Siemens  Stringybark-Carlson  which  was  repaid  in  full during the year ended
September  30,  1997.  Since September 30, 1997, the Companies have not incurred
any  new  debt  or  raised  any  new  equity  capital.

The  Companies  paid $3,387,664 and $11,819,284 during the years ended September
30,  1997  and  1996, respectively, to acquire the PCS licenses from the FCC. On
September  17,  1996,  21st JV entered into 17 notes payable to the FCC totaling
$88,373,554  related to the acquisition of 17 C block PCS licenses. On April 28,
1997, 21st BC entered into 8 notes payable to the FCC totaling $3,630,447related
to  the acquisition of the F block PCS licenses. These notes payable to the FCC,
which  included favorable financing terms, have been recorded at the net present
value  of  the  cash  flows  required  under  the  FCC  notes using an estimated
borrowing  cost  of  13%, which represents management's estimated borrowing cost
for  debt  similar  to  that  issued  by  the  FCC.

The  Companies also paid interest to the FCC of $3,093,074 during the year ended
September  30,  1997  and  $571,950  during  the quarter ended December 31, 1998
related  to  the  PCS  license  debts.  Interest  costs related to the FCC notes
payable,  including  note  discount  amortization,  have  been  capitalized  and
included  as  a part of the PCS license cost in the Companies combined financial
statements.

The  FCC  issued  a reconsider order which went into effect in April 1998, which
allowed  companies  owning  C  block PCS licenses several options to restructure
their license holdings and associated notes payable to the FCC. On June 8, 1998,
the  Companies  elected  the  disaggregation  option to return one-half of the C
block  PCS  license spectrum (15 MHz of the original 30 MHz) in each of the 17 C
block  PCS  licenses  of which the Company acquired. The disaggregation election
resulted  in a 50% reduction in the respective C block license debts and accrued
interest  owed  to  the  FCC. Additionally, 50% of the original down payment for
each  license  continues  to  be considered a down payment for obtaining license
spectrum. Another 20% of the down payment was applied to reduce current interest
owed  to  the  FCC  for  the  remaining  license debts. The remaining 30% of the
original  C  block  PCS  license  down  payments  have been forfeited due to the
disaggregation  election.  At  December  31,  1998,  the  Companies owed the FCC
$47,817,211  (undischarged)  and  accrued  interest  payable  of  approximately
$1,560,149.

The  Companies'  disaggregation  election  resulted in a charge to operations of
$2,945,785  being recorded in June 1998 which represented forfeiture of the down
payments  made  to the FCC for the return of the license spectrum. The Companies
are  prohibited  from owning or re-bidding on the disaggregated licenses for two
years  from  the  date  of  the  re-auction  by  the  FCC  of  those  licenses.

The Companies capitalized $68,433 during the quarter ended December 31, 1997 and
$170,000  during  the  year  ended  September 30, 1998 of PCS system development
cost.

The  Companies  had  cash  available  to  fund  future operations of $719,988 at
December  31,  1998  and $2,660,126 at September 30, 1998. Cash available to the
Companies  declined  materially  in  the  quarter  ended  December  31, 1998 due
primarily  to  the  payment  of  interest due to the FCC, legal and professional
costs  related  to  securing financing and contracts, payment of commitment fees
and  related  financing  costs,  including  the  write-off  of  costs related to
financing  opportunities  no  longer  considered  viable,  and  salaries  and
administrative  costs.  As  a  consequence  of  these  expenditures,  which  are
substantially greater than management had previously anticipated, the Companies'
remaining cash is insufficient to make the FCC license payments due by April 29,
1999,  or to fund continuing operations past mid-April, 1999. Failure to make an
installment  payment  on any license will bring about its forfeiture, as well as
the  forfeiture  of  all  amounts  previously  paid  on  such  license.

At  December  31,  1998, the Companies had current liabilities of $1,876,530 and
$1,529,561  at  September  30,  1998.  The  Companies'  total  liabilities  were
$37,812,315  at  December  31,  1998  and  reflect the return of C block license
spectrum  and  the  related  forgiveness  of  debt  by  the  FCC  in  June 1998.

The  Companies  are continuing to evaluate the capital expenditures necessary to
design,  install,  and  make  operational  each of its PCS license market areas.
Related  thereto,  the  Companies  have  entered  into  various  agreements  and
contracts  with  equipment  vendors  and  other  contractors  for the design and
build-out  of  the Companies' PCS networks. These agreements are contingent upon
the  Companies  obtaining  the  necessary  capital and/or financing necessary to
finance  the  Companies'  PCS  network  development.

The Companies to date have been unsuccessful in securing financing to deploy PCS
systems in its 27 markets. These difficulties have caused the Companies actively
to  pursue  the  possibility  of securing smaller amounts of financing needed to
build  out  a  portion  of  their  markets, with a view to using such markets to
demonstrate the viability of the PACS technology the Companies have selected for
their  PCS  systems;  financing  and build out of their other markets would take
place  at  some  indefinite  point  in  the  future.

In this connection, the Companies entered into an agreement to borrow from Banco
Paribus an amount of up to $100 million to finance the deployment of PCS systems
in  all  their  Indiana  markets  except Indianapolis. The lending commitment is
subject  to a number of contingencies, chief among which is the requirement that
the Companies must have secured commitments for $50 million in additional equity
by April 15, 1999, with not less than $25 million having been subscribed in cash
by  such  date.  The  Companies  are  in  active  discussion  with  a  number of
institutional  investors  with a view to securing such additional equity, but no
assurances  can  be given that they will be successful in their attempt to raise
this additional capital. As of the date of this filing, no additional equity has
been  subscribed  or  received  by  the  Companies.

In  the event the Companies are unsuccessful in their attempt promptly to secure
new  equity  financing,  or are unable promptly to satisfy the conditions of the
debt  facility mentioned above, management intends to seek to secure alternative
financing,  including  bridge financing, from one or more vendors of PCS systems
based on technology standards other than PACS. There can be no assurance offered
that  the  Companies will be successful in arranging such alternative financing.

<PAGE>
Part  II.  Other  Information

N/a.

<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  thereunto  duly  authorized.

21st  Century  Telesis  (II),  Inc.

Date:  February  17,  1999
By:     Philip  J.  Chasmar,  Executive  Vice  President/Secretary
     Dion  Whitman,  Acting  Chief  Financial  Officer