SECURITIES AND EXCHANGE
COMMISSION Washington, DC 20549 FORM 10-K For
Annual and Transition Reports to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Mark
one) xAnnual Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934. For the fiscal year ended December 31, 2000or oTransition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No fee required) For the transition period from_______________________
to _______________ Commission file number 
0-28362 ClearComm, L.P. (Exact
Name of Registrant as Specified in its Charter) Delaware
  66-0514434(State
  or Other Jurisdiction of
  (I.R.S.
  EmployerIncorporation
  or Organization)
  Identification
  No.)268 Muñoz Rivera Ave.Suite 2206Hato Rey, Puerto Rico
  00918-1913(Address
  of Principal Executive Offices)
  (Zip
  Code)
  Registrants
Telephone Number, Including Area Code: (787)
756-0840 Securities
registered pursuant to Section 12(b) of the Act: Name
  of Each ExchangeTitle
  of Each Class
  on
  Which Registered
  Securities
registered pursuant to Section 12(g) of the Act: Units
of Limited Partnership Interest(Title of class) 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 the  registrant was required to file such
reports), and (2) has been subject to 
such filing requirements for the past 90 days.  YesxNoo Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.o The
Registrants outstanding securities consist of units of limited partnership
interests which have no readily ascertainable market value since there is no
public trading market for these securities on which to base a calculation of
aggregate market value. Documents
incorporated by reference.         None.


TABLE
OF CONTENTS  Part
I Item
  1.
  BusinessItem
  2.
  PropertiesItem
  3.
  Legal
  ProceedingsItem
  4.
  Submission
  of Matters to a Vote of Security HoldersPart
  IIItem
  5.
  Market
  for Registrants Common Equity and Related Stockholder MattersItem
  6.
  Selected
  Financial DataItem
  7.
  Managements
  Discussion and Analysis of Financial Consideration and Results of OperationsItem
  7A.
  Quantitative
  And Qualitative Disclosures About Market RiskItem
  8.
  Financial
  Statements and Supplementary DataItem
  9.
  Changes
  in and Disagreements with Accountants on Accounting and Financial DisclosurePart
  IIIItem
  10.
  Directors and Executive
  Officers of the RegistrantItem
  11.
  Executive
  CompensationItem
  12.
  Security
  Ownership of Certain Beneficial Owners and ManagementItem
  13.
  Certain
  Relationships and Related TransactionsPart
  IVItem
  14.
  Exhibits,
  Financial Statement Schedules, and Reports on Form 8-KSIGNATURESEXHIBITS INDEX  FORWARD-LOOKING STATEMENTS

This Form 10-K and future filings
by the Partnership on Form 10-Q and Form 8-K and future oral and written
statements by the Partnership may include certain forward-looking statements,
including (without limitation) statements with respect to anticipated future
operating and financial performance, growth opportunities and growth rates,
acquisition and divestitive opportunities, and other similar forecasts and
statements of expectation. Words such as expects, anticipates, intends,
plans, believes, seeks, estimates, and should, and variations of
these words and similar expressions, are intended to identify these
forward-looking statements. 
Forward-looking statements by the Partnership are based on estimates,
projections, beliefs and assumptions of management and are not guarantees of
future performance. The Partnership disclaims any obligation to update or
revise any forward-looking statement based on the occurrence of future events,
the receipt of new information, or otherwise.

Actual future performance, outcomes
and results may differ materially from those expressed in forward-looking
statements made by the Partnership as a result of a number of important
factors.  Examples of these factors
include, without limitation, failure to develop the Partnerships PCS licenses
in California due to an inability to obtain satisfactory financing or partners;
rapid technological developments and changes in the telecommunications
industry; ongoing deregulation (and the resulting likelihood of significantly
increased price and product/service competition) in the telecommunications
industry as a result of the Telecommunications Act of 1996 and other similar
federal and state legislation and the federal and state rules and regulations
enacted pursuant to that legislation; regulatory limitations on the
Partnerships ability to compete in the telecommunications services industry;
and continuing consolidation in the telecommunications services industry.  In addition to these factors, actual future
performance, outcomes and results may differ materially because of other, more
general, factors including, without limitation, general industry and market
conditions and growth rates, domestic and international economic conditions,
governmental and public policy changes and the continued availability of financing
in the amounts, at the terms and on the conditions necessary to support the
Partnerships future business.

ITEM 1.  BUSINESS

General

ClearComm,
L.P., a Delaware limited partnership (the Partnership), was formed on January
24, 1995 under the name PCS 2000, L.P., to own and operate broadband personal
communications services (PCS) licenses to be acquired in auctions conducted
by the Federal Communications Commission (the FCC).  The Partnership competed for PCS licenses in frequency Block C,
set aside for designated entities (Entrepreneurs) that met certain
financial and equity structure requirements and that qualify for certain
benefits under rules, regulations and policies of the FCC and related statutory
provisions (FCC Rules).

The
Partnership, through its majority-owned subsidiary, NewComm Wireless Services,
Inc. (NewComm), owns and operates a state-of-the-art PCS network in Puerto
Rico (the Puerto Rico Network).  The
Partnership directly or indirectly through NewComm owns two 15 MHz C-Block PCS
licenses covering the entire island of Puerto Rico (the Puerto Rico Licenses)
and five 15 MHz licenses in California (the California Licenses, and together
with the Puerto Rico Licenses, the Licenses).  SuperTel Communications Corp., the general partner of the
Partnership (the General Partner) is actively engaged in the pursuit of
business alliances and strategic partners to develop the California
Licenses.  Although no assurances can be
made, the Partnership anticipates that it will negotiate acceptable agreements
regarding the California Licenses so that it will be able to offer wireless
services in the regions covered by these licenses.

The
Agreement of Limited Partnership of the Partnership (the Partnership
Agreement) provides that the Partnership will terminate on December 31, 2005.
The Partnership will dissolve on such date (unless terminated earlier or unless
the Partnership Agreement is amended to change such date).

The Puerto Rico Network

The
Partnership started building its Puerto Rico Network during the first quarter
of 1999 and the system commenced commercial operations on September 24,
1999.  The Partnership was the fifth
entrant into the Puerto Rico wireless telecommunications market.  It currently provides wireless coverage in
the areas where 90% of the Puerto Rico wireless traffic occurs.  The Partnership has established points of
sale in all major shopping districts and has over 250 points of sale throughout
Puerto Rico.  The Partnership believes
that since it commenced operations it has obtained approximately one-half of
all new wireless activations in Puerto Rico. 
The Partnership was the first wireless company to provide internet
content through its wireless handsets in Puerto Rico and expects to be the
leader in providing new wireless services to the Puerto Rico market.

To
build and operate its Puerto Rico network, the Partnership entered into an
agreement, dated February 4, 1999 (the TLD Agreement) with Telefónica Larga
Distancia de Puerto Rico, Inc. (TLD). 
TLD is a wholly owned subsidiary of Telefónica Internacional, S.A. which
is a member of the Telefónica S.A. group (Ticker: TEF) (the Telefónica
Group), Spains largest traded company and one of the worlds largest
telecommunication companies.  Pursuant
to the terms of the TLD Agreement, the Partnership transferred the Puerto Rico
Licenses and associated business plans and studies to NewComm.  TLD provided NewComm a loan of approximately
$19.96 million and received a secured convertible promissory note (the Note)
which entitles TLD to select a director for one of the five NewComm board of
director seats (the Board).  The Note
is convertible into 49.9% of NewComms equity. 
The Note cannot be converted, however, until the FCC authorizes TLD to
hold more than a 25% equity interest in NewComm.  Once the Note is converted and the FCC designated entity rules no
longer apply, subject to FCC approval, TLD will be entitled to three of six
Board positions.  NewComm and TLD have
entered into a management agreement whereby TLD provides day-to-day management
services for NewComm, subject to the supervision of NewComms Board.  TLD also received an option (the Option)
to buy an additional 0.2%, which would bring its ownership to 50.1%, subject to
a third-party valuation and FCC approval. 
The Option cannot be exercised prior to January 22, 2002, unless the
ownership restrictions on the Puerto Rico Licenses are eliminated by the
FCC.  In addition, the Partnership has
an option to buy out TLDs interest in NewComm before the transfer restrictions
on the Puerto Rico Licenses lapse.

The
Partnerships Puerto Rico Network operates under the image and brand name
MoviStar.  MoviStar is the PCS brand
name of the Telefonica Group in Spain and the Partnership expects to benefit from
the goodwill associated with that name. 
The Puerto Rico Network is a state-of-the-art CDMA (Code Division
Multiple Access) network.  Pursuant to
a roaming agreement with the Sprint PCS, MoviStar customers have mainland U.S.
coverage.

Lucent
Technologies, Inc. (Lucent), built the Puerto Rico Network on behalf of
NewComm.  The Partnership continues
optimizing the network to maintain and offer better quality  service to its customers.

The
Puerto Rico Market

The Partnership believes that the Puerto Rico market
provides many unique advantages for telecommunications companies.  Puerto Rico is politically stable, as it has
been a territory of the United States since 1898 and its economy is fully
integrated with that of the United States mainland.  It has the Caribbeans best educated, most skilled labor force
and the most sophisticated manufacturing and transportation
infrastructure.  Puerto Rico has a solid
base of major manufacturers which includes, Hewlett-Packard Company, Microsoft
Corporation, BASF Corporation, Colgate-Palmolive, Johnson & Johnson, and
Pfizer Pharmaceutical.  Along with its
U.S.-linked stability, Puerto Rico offers the advantage of emerging market type
growth and a significant cash based economy. 
The Partnership believes that current per capita income and consumption
in Puerto Rico, combined with continued economic growth will support continued
strong demand for the high quality telephone services which the Partnership is
offering.

Competition
in Puerto Rico

The
success of the Partnerships PCS business in Puerto Rico will depend upon its
ability to compete with the two cellular operators and two operating PCS
providers, potential competition from two other PCS licensees and potential
future wireless communications providers in the Puerto Rico market.  The Partnership is aware that Sprint PCS is
building a PCS network which is expected to commence operations in the second
half of 2001.  The Partnership expects
that the existing cellular providers will upgrade their networks to provide comparable
services in competition with the Partnership. 
The Partnership also faces competition from other existing
communications technologies such as conventional mobile telephone service,
specialized mobile radio (SMR) and enhanced specialized mobile radio
(ESMR).  The Partnership believes that
ESMR will have a limited competitive impact against PCS, particularly in the
consumer mass market sector, largely because of technical limitations and
limited bandwidth.  In the future, PCS
could potentially compete more directly with traditional landline telephone
service providers and other technologies including mobile satellite
systems.  In addition, the availability
of new spectrum and resale of existing spectrum and the entry of new
participants, may result in increased competition in the Puerto Rico
market.  At the end of 2000, Puerto Rico
had a wireless market penetration of approximately 29%, while the United States
mainland ended the same year with an approximate market penetration of
39.3%.  Market research reflects that
Puerto Rico should attain a market penetration of 50% by the end of 2004.

Markets

The
following table sets forth as of December 31, 2000, with respect to each Market
in which the Partnership owns a PCS license, the estimated persons of
population (POPs).

Market Name
  1997 POPs*
  1990 POPs**San
  Juan, PR
  2,688,000
  2,170,250Mayaguez-Aguadilla,
  PR
  1,083,000
  1,325,600Modesto,
  CA
  487,000
  418,980Visalia-Porterville,
  CA
  487,000
  413,390***Redding,
  CA
  284,000
  253,260Merced,
  CA
  227,000
  192,710Eureka,
  CA
  157,000
  142,580Total:
  5,414,000
  4,916,770





*
  Based on the Paul Kagan 1998 PCS Atlas
  and Databook.**
  Based on the 1990 census figures used
  by the FCC.***
  On August 28, 2000, the Partnership
  entered into a Purchase and Sale Agreement with Leap Wireless International
  (Leap Wireless), pursuant to which the Partnership will sell the Visalia
  license to Leap Wireless in exchange for shares of Leap Wireless stock valued
  at $9,500,000. The closing of this sale cannot occur until the FCC approves
  the transfer of this license. Under the terms of Purchase and Sale Agreement,
  the Partnership will receive 147,502 shares of Leap Wireless stock, with the
  Leap Wireless stock valued at a price of $64.45 per share. The Partnership
  also has the option to request a $9,500,000 cash payment in lieu of receipt
  of Leap Wireless stock, if at the closing the average price of Leap Wireless
  shares over the five-day period immediately prior to closing is less than
  $61.23 per share.

Regulation

Overview

In
1993, Congress adopted the Omnibus Budget Reconciliation Act of 1993 (the
Reconciliation Act) which, among other things, mandated auctions for the
award of certain FCC licenses, including PCS licenses.  Pursuant to authority granted to the FCC by the
Reconciliation Act, the FCC awarded PCS licenses through a process of
competitive bidding auctions in which there were multiple applications for the
same license (the Auctions).

PCS
is a radio-based transmission technology which, like cellular technology, uses
the same frequencies repeatedly in a multiple-transmitter cell design.  PCS is a digital technology, capable of
numerous advanced service features, including caller-ID, voice-prompting,
voice-recognition, scrambled (secure) calling, message and image delivery,
intelligent call transfer and follow-me calling, single number service (the
same number can be assigned to multiple PCS telephones in different locations)
and auto-trace of crank callers.    The
Partnership has been offering E-mail and internet access from its handsets
since June 2000.  The Partnership began
offering wireless banking services in October 2000.

Frequency Blocks

The
FCC has divided PCS into six frequency blocks, designated Blocks A through F,
such that there are six overlapping licenses in each market in each geographic
area of the country.  Blocks A, B and C
are 30 MHz blocks, and Blocks D, E and F are 10 MHz blocks.  The FCC has created new C2 blocks of 15 MHz
in certain markets including Puerto Rico and California.

Entrepreneur Classes and
Economic Preferences

Block
C and F licenses were reserved for Entrepreneurs meeting certain limiting
criteria set forth in FCC Rules. 
Entrepreneurs were granted a set of economic preferences in the
Auctions.  Under FCC Rules, an Entrepreneur
is defined as an entity that, together with its affiliates and persons or
entities that hold attributable interests in such entity and their affiliates,
has less than (i) $500 million of assets, and (ii) $125 million of annual gross
revenue over the prior two years.  In
addition, FCC Rules define three classes of Entrepreneurs, with each class
eligible for different economic preferences in the Blocks C and F
Auctions.  The Partnerships
Entrepreneur qualification is as a Small Business, which is an entity that
had less than $40 million of aggregate annual gross revenue averaged over the
last three years, at the date of grant of the license.

Small
Businesses are entitled to make interest-only payments for the first six years
and can amortize interest and principal over the remaining four years of the
license term.  The interest rate
applicable to Small Businesses is the 10-year treasury note rate at the date of
grant of the license.  In addition,
Small Businesses were entitled to a bidding credit of 25%.  In March 1997, the FCC issued an order
suspending indefinitely interest payments on all Block C licenses; however,
interest continued to accrue. 
Ultimately, in accordance with the FCC procedures specified in the FCCs
March 24, 1998 Order on Reconsideration of the Second Report and Order (the
Reconsideration Order), the Partnership commenced interest payments during
July, 1998.

Build-Out Requirements

All
PCS license holders are required to meet certain requirements imposed by the
FCC relating to the provision of service in each license area. Block C license
holders must provide coverage to one-third of the POPs in each license service
area within five years of license grant and two-thirds of the POPs in each
license service area within ten years of license grant.  These periods were rescheduled by the FCC to
begin on June 8, 1998.  Failure to
comply with the build-out requirements could subject the Partnership to license
forfeiture or other penalties, and may have a material adverse effect on the financial
condition of the Partnership.  The
Partnership has complied with its build out requirements for the Puerto Rico
licenses, and has informed the FCC of its difficulties in building out coverage
in the region covered by the California licenses.  If necessary, the Partnership will request an extension to the
build-out requirements.

Employees

The
Partnership, including its wholly owned subsidiary NewComm, had approximately
220 employees at the end of 2000.

ITEM 2.  PROPERTIES

The
Partnership leases office space in Hato Rey and Guaynabo, Puerto Rico.  In connection with the build-out by NewComm
of the Partnerships Puerto Rico Network, NewComm leases sites where its
telephone switching equipment, relay stations and other equipment are located,
as well as sites and kiosks in malls and shopping centers where it sells its
services to the public.

ITEM 3.  LEGAL
PROCEEDINGS

In
March 2001, the Partnership settled two separate consolidated civil actions
brought in the Circuit Court of the State of Oregon for Multnomah County by
certain limited partners regarding alleged representations made by certain
officers, directors, employees and consultants in connection with the sale of
limited partnership units.  The
Partnership did not pay any compensation to settle these actions and did not
admit to any wrongdoing in these matters.

Further,
on February 4, 1999, the Partnership and NewComm filed an application with the
FCC for a pro forma assignment of the Puerto Rico Licenses to NewComm, and the
FCC granted the application on February 18, 1999.  On March 22, 1999, Centennial Communications Corp. (Centennial)
filed a Petition for Reconsideration (the Petition) with the FCC seeking to
rescind the assignment of the Licenses to NewComm or to stay the effectiveness
of the assignment pending resolution of the issues raised in the Petition.  Centennial alleges that there are facts
warranting an investigation into whether TLD is exercising de facto, if not de
jure, control over the Puerto Rico NewComm licenses in violation of the FCCs
broadband PCS designated entity rules. 
The Partnership believes that all of its actions were in conformity with
FCC rules, and that the allegations are without merit.  The Partnership will vigorously oppose the
Petition.  The Partnership believes if
the agreement is amended to eliminate the Option, which consists of TLDs right
to acquire an additional 0.2% interest in NewComm, the Petition will become
moot and the FCC will dismiss it.  The
Partnership intends to amend the TLD Agreement, if necessary, to obtain a
dismissal of the Petition.  Any
amendment requires the approval of TLD.

From
time to time the Partnership is involved in litigation, some of which is
ongoing.  The General Partner does not
believe that any litigation involving the Partnership will have a material
adverse effect on the Partnerships business or financial condition.

ITEM
4.  SUBMISSION OF MATTERS TO A VOTE
OF SECURITY-HOLDERS.

None.

Part II

ITEM 5.  MARKET FOR REGISTRANTS COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS

There
is no trading market for the Units, and it is unlikely that a trading market
will exist at any time in the future unless the Partnership is
restructured.  Any transfer of the Units
is severely restricted by certain conditions outlined in the Partnership
Agreement, and requires the consent of the General Partner which can be
withheld in the General Partners sole reasonable discretion.

As
of December 31, 2000 only the General Partner holds a general partnership
interest and 1,630 Investors hold an aggregate of 2,903.1 Units of limited
partnership interest.  There are 3.3
units held as treasury units.

There
have been no cash distributions to the Investors to date.  The following summary of certain allocation
provisions of the Partnership Agreement is entirely qualified by reference to
the Partnership Agreement, which was filed as an Exhibit to the Partnerships
Form 10-K.  As a general rule, the
General Partner shall cause the Partnership to make distributions, if any, of
cash flow received from operations of the Partnership which the General
Partner, in its sole discretion, determines to distribute to Investors (Cash
Flow).  All distributions will be made
75% to the Investors and 25% to the General Partner.  Distributions to the Investors shall be made in proportion to the
number of Units held by each Investor on the last day of the calendar quarter
to which such distribution relates.

The
availability of Cash Flow for distribution to the Investors is dependent upon
the Partnership earning more than its expenses.  No assurance can be given that income in any year will be
sufficient to generate Cash Flow for distribution to the Investors or that
there will not be cash deficits. Further, because operating expenses are
subject to increases, and increases in revenue from Partnership operations may
be subject to market limitations, income from the Partnership in any year may
not be sufficient to generate Cash Flow.

Net
losses from operations of the Partnership will be allocated as follows: first,
to the Investors to offset any profits previously allocated to the Investors,
and second, 75% to the Investors in accordance with the number of Units held by
each Investor and 25% to the General Partner. 
The gain from a financing, refinancing, sale or other disposition of the
Partnerships assets (or from similar capital transactions) (collectively,
Capital Transactions) will be allocated 75% to the Investors and 25% to the
General Partner.  The loss from a
Capital Transaction will be allocated in the same way that net losses from the
Partnerships operations are allocated. 
Further adjustments to capital accounts may be required and are
authorized by the Partnership Agreement to comply with the provisions of any
future Internal Revenue Service regulations.

The Partnership may realize net proceeds
(that is, proceeds available after the payment of certain fees and expenses
including payments to the General Partner or its affiliates) from a Capital
Transaction.  No assurance can be given,
however, as to the availability of a Capital Transaction or the amount of net
cash proceeds therefrom.  Any amounts
received by the Partnership which constitute amounts derived from a Capital
Transaction, will be treated as being received from operations of the
Partnership and will be distributed to Investors only if the General Partner
determines to do so.

ITEM 6.  SELECTED FINANCIAL DATA

The
following table summarizes selected consolidated financial data of the
Partnership from the period from January 1, 1996 to December 31, 1996, from
January 1, 1997 to December 31, 1997, from January 1, 1998 to December 31,
1998, from January 1, 1999 to December 31, 1999, and from January 1, 2000 to
December 31, 2000.  This information
should be read in conjunction with the Partnerships consolidated financial
statements and related notes thereto and management discussion contained
herein.

Statements of Operations Data

December
  31,
  1996
  December
  31, 
  1997 (1)
  December
  31,
  1998
  December
  31, 
  1999
  December
  31,2000Revenues:Service revenues
  $-
  $-
  $-
  $4,950,769
  $79,906,400Handsets and accessories sales
  -
  -
  -
  2,357,790
  12,104,805-
  -
  -
  7,308,559
  92,011,205Expenses:Operating expenses
  3,610,469
  13,436,973
  5,696,439
  28,072,321
  133,397,603Omaha withdrawal fee
  1,257,771
  -
  -
  -
  -Norfolk bid withdrawal penalty
  3,273,374
  -
  -
  -
  -Forfeiture imposed by FCC
  1,000,000
  -
  -
  -
  -Settlement credit on legal disputes
  -
  -
  (2,090,876)
  -
  -Norfolk bid withdrawal penalty credit
  -
  -
  (2,848,374)
  -
  -License cost forfeiture after disaggregation, prepayment and
  amnesty options offered by the FCC
  -
  -
  10,989,972
  -
  -9,141,614
  13,436,973
  11,747,161
  28,072,321
  133,397,603Loss from operations
  (9,141,614)
  (13,436,973)
  (11,747,161)
  (20,763,762)
  (41,386,389)Other
  income (expense):Interest income
  66,767
  495,614
  324,232
  832,006
  490,309Interest expense
  -
  (2,948)
  (5,749)
  (2,263,002)
  (11,141,769)66,767
  492,666
  318,483
  (1,430,996)
  (10,651,460)Loss
  before minority interest
  (9,074,847)
  (12,944,307)
  (11,428,678)
  (22,194,758)
  (52,037,858)Loss
  attributable to minority interest
  -
  -
  -
  -
  282,471Net
  loss
  $(9,074,847)
  $(12,944,307)
  $(11,428,678)
  $(22,194,758)
  $(51,755,387)Net
  loss attributable to General Partner
  $(2,268,712)
  $(3,236,077)
  $(2,857,169)
  $(5,548,689)
  $(12,938,847)Net
  loss attributable to Limited Partners
  $(6,806,135)
  $(9,708,230)
  $(8,571,509)
  $(16,646,069)
  $(38,816,540)Net loss per unit
  attributable to Limited Partners
  $(2,610)
  $(3,496)
  $(3,033)
  $(5,888)
  $(13,371)

(1)  The 1997
operating expenses include payment of $6,511,250 to Romulus Telecommunications
Corp. for its services in preparation of the Partnerships FCC application to
bid in the FCC C-Block auctions and bidding at the auctions.

Balance Sheets Data

December
  31,
  1996
  December
  31,
  1997
  December
  31,
  1998
  December
  31,
  1999
  December
  31,2000ASSETS:Cash
  and cash equivalents
  $2,492,851
  $9,761,729
  $4,246,412
  $6,546,305
  $9,338,798Accounts
  receivable, net
  -
  -
  1,633,024
  3,244,067
  20,049,769Insurance
  claim receivable
  -
  -
  -
  -
  1,256,285Inventories
  -
  -
  -
  9,201,823
  12,977,164Other
  assets
  45,583,928
  213,958
  143,883
  1,406,684
  2,481,650Restricted
  cash
  6,511,250
  -
  -
  -
  -PCS
  licenses, net
  -
  270,245,139
  64,757,512
  67,543,320
  64,838,452Property
  and equipment, net
  -
  -
  -
  89,200,611
  97,002,140$54,588,029
  $280,220,826
  $70,780,831
  $177,142,810
  $207,944,258LIABILITIES
  AND PARTNERSCAPITAL
  (DEFICIT):Accounts payable and
  accrued liabilities
  $287,242
  $6,469,357
  $2,317,681
  $107,245,472
  $45,743,223Notes
  payable  short-term
  -
  -
  -
  -
  121,000,000Notes
  payable  long-term
  -
  231,415,989
  37,550,348
  59,114,678
  72,456,233Minority
  interest
  -
  -
  -
  -
  9,717,529Unitholders
  capital (deficit) 2,719.6 Units in 1996, 2,825.9 Units in 1997, 2,826.1 Units
  in 1998 and 2,903.1 Units in 1999 and 2000, and 1 general Partnership
  interest)
  52,300,787
  42,335,480
  30,912,802
  10,782,660
  (40,972,727)$54,588,029
  $280,220,826
  $70,780,831
  $177,142,810
  $207,944,258BOOK
  VALUE PER UNIT
  $19,224
  $14,976
  $10,934
  $3,713
  $(14,113)ITEM
7.  MANAGEMENTS DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

The
Partnership was formed in January 1995 and is managed by its General Partner,
SuperTel Communications Corp.  The
Partnership was organized to acquire, own, consult and operate personal
communication services PCS licenses in the Block C band and to take advantage
of the benefits that the FCC has set aside for Entrepreneurs.  The Partnership owns the Puerto Rico
Licenses, which consist of two 15 MHz PCS licenses covering Puerto Rico, and
the California Licenses, which consist of five 15 MHz PCS licenses covering the
California cities of Eureka, Redding, Modesto, Merced and Visalia-Porterville.

On
August 28, 2000, the Partnership entered into a Purchase and Sale Agreement
with Leap Wireless International (Leap Wireless), pursuant to which the
Partnership will sell the Visalia-Porterville license to Leap Wireless in
exchange for shares of Leap Wireless stock valued at $9,500,000. The closing of
this sale cannot occur until the FCC approves the transfer of this license.
Under the terms of the Purchase and Sale Agreement, the Partnership will receive
147,502 shares of Leap Wireless stock, with the Leap Wireless stock valued at a
price of $64.45 per share. The Partnership also has the option to request a
$9,500,000 cash payment in lieu of receipt of Leap Wireless stock, if at the
closing the average price of Leap Wireless shares over the five-day period
immediately prior to closing is less than $61.23 per share.

The
Partnership commenced commercial operations of its PCS network in Puerto Rico
on September 24, 1999 when it began offering wireless services in Puerto Rico
to the public.  Prior to that date, its
income had consisted of interest earnings only.  Since the Partnership commenced commercial operations in 1999,
the comparisons presented below may not be indicative of future operations.

The
Partnership established its Puerto Rico network by forming a wholly owned
subsidiary, NewComm on January 29, 1999. 
On February 4, 1999, the Partnership and NewComm entered into an
agreement with TLD, whereby the Partnership contributed its two Puerto Rico Licenses
to NewComm and TLD provided NewComm a $19,960,000 loan to develop the Puerto
Rico Licenses.  TLDs loan is pursuant
to a secured convertible promissory note (the Note) which is convertible into
49.9% of NewComms equity.  The Note
however, cannot be converted until the FCC authorizes TLD to hold more than a
25% equity interest in NewComm.  TLD
also received an option (the Option) to buy an additional 0.2%, which would
bring its ownership to 50.1%, subject to a third-party valuation and FCC approval.
The Option cannot be exercised prior to January 22, 2002, unless the ownership
restrictions on the Puerto Rico licenses are eliminated by the FCC.  NewComm, however, has the option to buyout
TLD in the last year before the restrictions on the Puerto Rico licenses
lapse.  The Partnership intends to amend
the TLD Agreement to eliminate the Option. 
Any amendment requires the approval of TLD.  See Legal Proceedings.

With
respect to its California Licenses, the Partnership anticipates developing
these licenses by means of strategic alliances and/or partnerships with other
operators.  Although no assurances can
be made, the Partnership anticipates that it will negotiate acceptable
agreements regarding these licenses so that it will be able to offer wireless
services in the regions covered by these licenses.

Results
of Operations - 2000 Compared to 1999

The
Partnerships revenues for the year ended December 31, 2000, which amounted to
$ 92,011,205, included $79,906,400 in service revenues and $12,104,805 in
handset and accessories sales generated from NewComms wireless
operations.  The increase in revenues is
primarily due to the fact that the Partnership had only three months of
operations in 1999 as compared to 12 months of operations in 2000.

Expenses

Expenses
for the year ended December 31, 2000 totaled 
$133,397,603, as compared to $28,072,321 for the same period in
1999.   During 2000, the Partnerships
expenses included $32,309,660 ($4,430,637 for 1999) in costs of handset and
accessories,  $10,747,715 ($5,128,280
for 1999) in salaries and benefits, $5,928,431 ($2,144,349 for 1999) for legal
and professional services, $20,458,500 ($2,957,683 for 1999) in depreciation
and amortization, $17,716,025 ($625,000 for 1999) in provision for doubtful
accounts, $39,044,977 ($9,663,546 for 1999) in interconnection, sales,
advertising, rent, taxes and other expenses, and $7,062,610 ($2,980,718 for
1999) for services rendered by related parties.  The increase in expenses during 2000 is primarily associated with
a full year of NewComms operations, as compared with only three months during
1999.

Net
loss of $51,755,387 for 2000, reflects the costs of entering the Puerto Rico
market and meeting the competition of existing cellular and PCS operators in
order to develop a subscriber base.  To
meet competition, a significant subsidy is granted in the sale of handsets and
accessories, on which a negative margin of $20,204,855 was generated during
2000.  In addition, a large portion of
sales, advertising, and salaries and benefits expenses amounting to $25,842,980
have been required to penetrate the market and serve the established subscriber
base.  Depreciation and amortization
expenses of $20,458,500 in 2000, include $9,704,436 related to the one-year
amortization of handsets rented.  New
rentals of handsets were discontinued after May, 2000.

Interest
expense for the year ended December 31, 2000, totaled $11,141,769, as compared
to $2,263,002 for the same period in 1999. 
The increase in interest expense during 2000 is primarily attributable
to the FCC Note, the TLD notes, the Note Payable to Lucent, and the Bridge Loan
Facility (refer to Notes 10, 11 and 12 to the accompanying consolidated
financial statements).  In 2000, the Partnership
had interest income of $490,309, as compared to $832,006 in 1999. The decrease
in interest income in 2000 is due to the decrease in funds invested in
connection with the requirements of cash flows for operations and acquisition
of property and equipment.



Results of Operations - 1999 Compared to 1998

The
Partnerships revenues for the year ended December 31, 1999, which amounted to
$7,308,559 included $4,950,769 in service revenues and $ 2,357,790 in handset
and accessories sales generated from NewComm's wireless operations, which
started in Puerto Rico in September 1999.

Expenses

Expenses
for the year ended December 31, 1999 totaled 
$28,072,321 compared to $11,747,161 for the same period in 1998.
Expenses incurred in 1998 included legal fees incurred in Oregon litigation and
proceedings before the FCC.  The
increase in expenses during 1999 is attributable to the costs associated with
NewComms operations that started in September 1999.  During 1999, the Partnerships expenses included  $4,430,637 in costs of handset and
accessories,  $5,128,280 for salaries
and benefits, $2,957,683 in depreciation and amortization, $625,000 in
provision for doubtful accounts, $9,805,654 in advertising, sales,
interconnection, management fee, rent and other expenses, $2,144,349 for legal
and professional services and $2,980,718 for consulting and legal services
associated with the start-up of NewComm charged by related parties such as TLD
and TISA.

In
1998, the Partnership had interest earnings of $324,232 compared to $832,006 in
1999.  The increase in interest income
during 1999 is attributable to NewComms investment of the funds loaned by
TLD.  Interest expense increased in 1999
to $2,263,002, as compared to $5,749 in 1998, mostly due to the TLD and FCC
notes.

Liquidity and Capital
Resources

As
of December 31, 2000, the Partnership had cash and cash equivalents amounting
to $9,338,798, which are mostly related to proceeds from the bridge loan
facility and the capital contributed by Syndicated Communication Venture
Partners IV, LP (Syncom) and TLD, as explained below.

As
part of the agreement with TLD, NewComm entered into a contract with Lucent
Technologies, Inc. (Lucent) that requires Lucent to build a network that uses
Code Division Multiple Access (CDMA) protocol.  It is expected that the total cost will approximate $125
million.  During 2000, NewComms
management and Lucent agreed on formally extending the payment of up to $61.0
million of the total amount of network construction current payables under a
formal financing agreement.  The financing
agreement extends payments for an eight-month period (through June 2001), at an
annual rate of 1.5% over 90-day LIBOR. 
As of December 31, 2000, $61,000,000 is outstanding under this financing
agreement (refer to Note 10 to the accompanying consolidated financial
statements).

The
increase in inventory as of December 31, 2000 is related to the build out of
the PCS network, which requires NewComm to keep an adequate level of handset
inventory to supply the demand of its increasing customer base. Inventory held
as of the end of the year amounted to $12,977,164.

In
addition, the Partnership owes the United States federal government
approximately  $51,339,555
(undiscounted) plus accrued interest at 6.5% of  $1,566,871 in connection with the acquisition of its PCS
licenses.  As of December 31, 2000, the
notes payable to FCC are presented net of a discount of approximately
$11,469,668 (refer to Note 12 to the accompanying consolidated financial
statements).

The
Partnership has a secured promissory note payable to TLD, which bears interest
at the floating rate of 90 days LIBOR plus 1.5% and is due in March, 2004.  In addition, in January 2000 the joint
venture agreement with TLD was amended to provide NewComm a revolving line of
credit of approximately $30 million for working capital from TLD.  This loan was paid-off in December 2000 by
means of a $60 million bridge loan to NewComm from ABN-AMRO and BBVA (refer to
Notes 1 and 12 to the accompanying consolidated financial statements).

The
Partnership expects that the total cost to implement NewComms business plan to
be approximately $200 million.  This
consists of approximately $125 million in costs associated with building out
the Puerto Rico Network, and approximately $75 million to fund NewComms
operations until it becomes profitable. 
NewComm obtained a short term financing (Bridge Loan) of $60 million
at a rate of 1.5% over 90-day LIBOR, which came due in March 2001.  NewComm obtained an extension for this loan
until May 29, 2001 at a rate of 2.50% over 90-day LIBOR.  In addition, the Partnership believes such
banks will be willing to provide long term financing of $150 million provided
that the Partnership and TLD contribute additional capital to NewComm.  The Partnership, by means of Syncom and TLD,
contributed $20 million of additional capital during the third and fourth
quarters of 2000.  Syncom invested $10
million in NewComm in exchange for 3.28% of NewComm.  The Partnership believes that the additional capital contribution
by Syncom and TLD, along with the proposed long term financing would fully fund
NewComms operations.

As
a result of the restructuring of its FCC debt in June 1998, the Partnership has
no outstanding debt on its California Licenses, which consist of 15MHz of
bandwidth covering an approximate population of 1.6 million people in Eureka,
Redding, Merced, Modesto and Visalia-Porterville, all within the state of
California.  Holders of major C Block
licenses surrounding the California Licenses are currently under bankruptcy
court proceedings, which adversely affects the Partnerships ability to enter
into joint venture agreements to develop these licenses.  However, a re-auction of D, E, F and
disaggregated C Block licenses concluded on April 16, 1999.  Another re-auction was concluded in January,
2001.  It is possible that the
purchasers of the re-auctioned licenses may be willing to jointly develop the
California Licenses with the Partnership. 
The Partnership is actively pursuing alliances and possible funding
mechanisms to develop its California Licenses.

The
Partnership anticipates that earnings and cash distributions derived from its
Puerto Rico Network once it is fully operational, interim and permanent
financing and, if necessary, additional capital calls from its Investors or accessing
the public capital markets, should provide it with the liquidity to meet its
obligations.  The Partnership also
expects that once it is able to develop its California Licenses, it will have
additional sources of revenues and profits.

ITEM
7A.  QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

The
Partnerships exposure to market risk through derivative financial instruments
and other financial instruments is not material because the Partnership does
not use derivative financial instruments and does not have foreign currency
exchange risks.  The Partnership invests
cash balances in excess of operating requirements in short-term money market
funds.  As of December 31, 2000, the
Partnership had cash equivalents and short-term investments of approximately
$9,338,798 consisting of cash and highly liquid, short-term investments in
money market funds.



The
Partnerships cash and cash equivalents will increase or decrease by an
immaterial amount if market interest rates increase or decrease, and therefore,
its exposure to interest rate changes has been immaterial.  The Partnerships loans payable to the FCC
have a fixed interest rate of 6.5% and therefore are not exposed to interest
rate risks.  The TLD Note relating to
indebtedness of NewComm bears interest at the floating rate of the 90-day LIBOR
plus 1.5% and is due in March 2004.  The
amounts owed to Lucent in connection with its build out of the Puerto Rico
Network are due within 2001 and bear interest at 1.5% over 90-day LIBOR.  The Partnerships short-term financing bears
interest at 2.50% over 90-day LIBOR. 
The Partnership anticipates that the interest rate applicable to the
permanent financing will be similar or lower than the ones related to the TLD Note
and the short-term financing.

ITEM 8.  FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA

Financial
Statements

ClearComm,
  L.P.Report of
  Independent Public Accountants  December 31, 2000Report of
  Independent Public Accountants  December 31, 1999 and 1998Consolidated
  Statements of Assets, Liabilities and Partners Capital (Deficit) - December
  31, 2000 and 1999Consolidated
  Statements of Revenues and Expenses - December 31, 2000, 1999 and 1998Consolidated
  Statements of Changes in Partners Capital (Deficit) Accounts - December 31,
  2000, 1999 and 1998Consolidated
  Statements of Cash Flows - December 31, 2000, 1999 and 1998Notes
  to Consolidated Financial StatementsSuperTel Communications
Corp.

Report of
  Independent Public Accountants  December 31, 2000Report of
  Independent Public Accountants  December 31, 1999Balance
  Sheets - December 31, 2000 and 1999Statements
  of Revenues and Expenses and Deficit for the years ended December 31, 2000
  and 1999Statements
  of Cash Flows for the years ended December 31, 2000 and 1999Notes
  to Financial StatementsAll
financial schedules have been omitted because they are not applicable or
because the information required is included in the financial statements or
notes thereto.Report of Independent Public
Accountants

To
ClearComm, L.P.:

We have audited the accompanying
consolidated statements of assets, liabilities and partners capital (deficit)
of ClearComm, L.P. and subsidiaries (a Delaware limited partnership) as of
December 31, 2000, and the related consolidated statements of revenues and
expenses, changes in partners capital (deficit) accounts and cash flows for
the year then ended.  These financial
statements are the responsibility of the Partnerships management.  Our responsibility is to express an opinion
on these financial statements based on our audit.

We conducted our audit in accordance with
auditing standards generally accepted in the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of ClearComm, L.P. and subsidiaries
as of December 31, 2000, and the results of their operations and their cash
flows for the year then ended in conformity with accounting principles
generally accepted in the United States.

The
accompanying consolidated financial statements have been prepared assuming that
the Partnership will continue as a going concern.  As discussed in Note 2 to the consolidated financial statements,
the Partnership has suffered recurring operating losses, has a working capital
and partners capital deficit and has not yet obtained the permanent financing
required to pay for the cost of its network and its working capital needs.  These matters raise substantial doubt about
its ability to continue as a going concern. 
Managements plans in regard to these matters are also described in Note
2.  The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





ARTHUR
ANDERSEN LLP



San
Juan, Puerto Rico,
May 4, 2001.



Revenue
Stamp Number 1701883
has been affixed to the original
copy of this report.

Report of Independent Public
Accountants

To the Partners of ClearComm, L.P.

In
our opinion, the consolidated statements of assets, liabilities and partners'
capital (deficit) and the related consolidated statements of revenues and
expenses, of changes in partners' capital (deficit) accounts and of cash flows
present fairly, in all material respects, the financial position of ClearComm,
L.P. and its subsidiaries (the Partnership) at December 31, 1999 and 1998, and
the results of their operations and their cash flows for the years then ended
in conformity with accounting principles generally accepted in the United
States of America.  These financial
statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits.  We conducted our audits of
these statements in accordance with auditing standards generally accepted in
the United States of America, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit
includes, examining on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

The
accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. 
As discussed in Note 2 to the consolidated financial statements, the
Partnership has not yet obtained the permanent financing required for paying
the cost of its network which raises substantial doubt about its ability to
continue as a going concern.  The
Partnership has received proposals from banks to provide short term and long
term financing.  Such financing is
subject to certain conditions, among others, additional contributions by its
partners in the amount of $50 million. 
Managements plans in regard to this matter are further described in
Note 2 to the consolidated financial statements.  The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





PRICEWATERHOUSECOOPERS LLP

San Juan, Puerto Rico
March 29, 2000

Stamp 1705929 of the P.R. Society of
Certified Public Accountants has been
affixed to the file copy of this report

ClearComm, L.P.

Consolidated Statements of Assets, Liabilities and Partners'
Capital (Deficit)
December 31, 2000 and 1999

2000
  1999AssetsCurrent
  Assets:Cash and cash equivalents
  $9,338,798
  $6,546,305Accounts receivable, net of allowance
  for doubtful accounts of $18,341,025 and $625,000
  20,049,769
  3,244,067Insurance claim receivable
  1,256,285
  -Subscription receivable from limited
  partners
  -
  981,000Inventories
  12,977,164
  9,201,823Prepaid expenses
  751,603
  425,684Total
  current assets
  44,373,619
  20,398,879Deferred
  Financing Costs
  1,730,047
  -PCS
  Licenses, net
  64,838,452
  67,543,320Property
  and Equipment, net
  97,002,140
  89,200,611$207,944,258
  $177,142,810Liabilities
  and Partners Capital (Deficit)Current
  Liabilities:Accounts payable and accrued
  liabilities
  $40,314,401
  $102,735,688Note payable to Lucent Technologies
  61,000,000
  -Bridge Loan Facility
  60,000,000
  -Accounts payable to related parties
  2,041,767
  2,815,302Accrued interest
  1,566,872
  1,251,329Deferred income
  1,820,183
  443,153Total
  current liabilities
  166,743,223
  107,245,472Long-Term
  Notes Payable
  72,456,233
  59,114,678Minority
  Interest
  9,717,529
  -Commitments
  and Contingencies(Notes 2, 15, 17, and
  18)Partners Capital (Deficit):Limited partners capital (2,903.1
  units issued and outstanding in 2000 and 1999)
  73,039,616
  73,039,616General partners capital
  100,000
  100,000Undistributed losses-Accumulated during development
  stage
  (48,704,525)
  (48,704,525)Operations
  (65,407,818)
  (13,652,431)Total partners capital (deficit)
  (40,972,727)
  10,782,660$207,944,258
  $177,142,810The accompanying notes are an integral part
of these consolidated statements.

ClearComm, L.P.

Consolidated Statements of Revenues and Expenses
December 31, 2000  1999 and 1998

2000

  1999

  1998Revenues:Service revenues

  $79,906,400

  $4,950,769

  $-Handset and accessories sales

  12,104,805

  2,357,790

  -92,011,205

  7,308,559

  -Operating
  Cost and Expenses:Cost of handset and accessories

  32,309,660

  4,430,637

  -Interconnection expense

  3,612,688

  444,285

  -Sales and dealers commissions

  6,624,149

  1,646,827

  -Salaries and benefits

  10,747,715

  5,128,280

  1,331,605Advertising expense

  8,471,116

  3,809,056

  24,514Legal and professional services

  5,928,431

  2,144,349

  2,088,128Depreciation and amortization

  20,458,500

  2,957,683

  71,625Provision for doubtful accounts

  17,716,025

  625,000

  -Rent expense

  7,415,356

  1,824,026

  225,115Taxes, other than income

  6,295,122

  199,491

  -Other expenses

  6,626,546

  1,739,861

  837,215Management fee to General Partner

  129,685

  142,108

  360,452Services rendered by related parties

  7,062,610

  2,980,718

  757,785Settlement credit on legal disputes
  with related parties

  -

  -

  (2,090,876)Bid withdrawal penalty credit
  (Norfolk, Virginia)

  -

  -

  (2,848,374)License cost forfeiture after
  disaggregation, prepayment and amnesty options offered by the FCC

  -

  -

  10,989,972133,397,603

  28,072,321

  11,747,161Loss
  from Operations

  (41,386,398)

  (20,763,762)

  (11,747,161)Other
  Income (Expense):Interest income

  490,309

  832,006

  324,232Interest expense

  (11,141,769)

  (2,263,002)

  (5,749)(10,651,460)

  (1,430,996)

  318,483Loss before Minority Interest

  (52,037,858)

  (22,194,758)

  (11,428,678)Minority
  Interest

  282,471

  -

  -Net
  Loss

  $(51,755,387)

  $(22,194,758)

  $(11,428,678)Net Loss Attributable to General Partner

  $(12,938,847)

  $(5,548,689)

  $(2,857,169)Net
  Loss Attributable to Limited Partners

  $(38,816,540)

  $(16,646,069)

  $(8,571,509)Net
  Loss Per Unit Attributable to Limited Partners

  $(13,371)

  $(5,888)

  $(3,033)ClearComm,
L.P.

Consolidated Statements of Changes in Partners' Capital
(Deficit) Accounts
December 31, 2000 and 1999

Limited
  Partners
  GeneralUnits
  Amount
  Partner
  TotalBalance
  (deficit) at December 31, 1997
  2,825.9
  $49,418,861
  $(7,083,381)
  $42,335,480Capital invested in
  1998
  0.2
  6,000
  -
  6,000Net loss
  -
  (8,571,509)
  (2,857,169)
  (11,428,678)Balance (deficit) at
  December 31, 1998
  2,826.1
  40,853,352
  (9,940,550)
  30,912,802Capital invested in
  1999
  77.0
  2,064,616
  -
  2,064,616Net loss
  -
  (16,646,069)
  (5,548,689)
  (22,194,758)Balance (deficit) at
  December 31, 1999
  2,903.1
  26,271,899
  (15,489,239)
  10,782,660Net loss
  -
  (38,816,540)
  (12,938,847)
  (51,755,387)Balance (deficit) at
  December 31, 2000
  2,903.1
  $(12,544,641)
  $(28,428,086)
  $(40,972,727)

ClearComm, L.P.

Consolidated Statement of Cash Flows
December 31, 2000 1999 and 1998

2000
  1999
  1998Cash
  Flows from Operating Activities:Net loss
  $(51,755,387)
  $(22,194,758)
  $(11,428,678)Adjustments to reconcile net loss for
  the period to net cash used in operating activities-Depreciation and
  amortization
  20,458,500
  2,957,683
  71,625Provision for doubtful
  accounts
  17,716,025
  625,000
  -License cost forfeited
  after disaggregation, prepayment and amnesty options offered by the FCC
  -
  -
  10,989,972Minority interest
  (282,471)
  -
  -Increase in accounts
  receivable
  (33,540,727)
  (2,236,043)
  (1,633,024)Increase in insurance
  claim receivable
  (1,256,285)
  -
  -Increase in inventories
  (3,775,341)
  (9,201,823)
  -(Increase) decrease in
  prepaid expenses
  (325,919)
  (300,296)
  8,312(Decrease) increase in
  accounts payable and accrued liabilities
  (9,801,255)
  13,702,490
  (393,711)(Decrease) increase in
  accounts payable to related parties
  (773,535)
  2,402,762
  (277,578)Increase in accrued
  interest
  2,120,604
  1,038,732
  -Increase in deferred
  income
  1,377,030
  443,153
  -Total
  adjustments
  (8,083,374)
  9,431,658
  8,765,596Net cash
  used in operating activities
  (59,838,761)
  (12,763,100)
  (2,663,082)Cash Flows from Investing Activities:Acquisition of property and equipment
  (15,500,122)
  (3,486,128)
  -Increase in license cost
  -
  (2,494,495)
  -Bid withdrawal payment
  -
  -
  (2,848,374)Other assets
  -
  -
  (9,861)Net cash
  used in investing activities
  (15,500,122)
  (5,980,623)
  (2,858,235)Cash Flows from Financing Activities:Capital investment by partners
  -
  1,083,616
  6,000Capital contribution from  minority interest
  10,000,000
  -
  -Proceeds from issuance of Bridge Loan
  Facility
  60,000,000
  -
  -Proceeds from issuance of notes
  payable to TLD
  39,980,000
  19,960,000
  -Payment of notes payable to TLD
  (30,000,000)
  -
  -Financing costs paid
  (1,848,624)
  -
  -Net cash
  provided by financing activities
  78,131,376
  21,043,616
  6,000Net Increase (Decrease) in Cash and Cash Equivalents
  2,792,493
  2,299,893
  (5,515,317)Cash and Cash Equivalents, beginning of
  period
  6,546,305
  4,246,412
  9,761,729Cash and Cash Equivalents, end of period
  $9,338,798
  $6,546,305
  $4,246,412


ClearComm, L.P. Notes to Consolidated Financial
Statements
December 31, 2000, 1999 and 1998  1.Reporting Entity: ClearComm, L.P. (the Partnership) is a
limited partnership organized on January 24, 1995 under the laws of the State of
Delaware.  The Partnership was formed to
file applications with the Federal Communications Commission ("FCC")
under personal communications service ("PCS") frequency Block C,
originally restricted to minorities, small businesses and designated entities, to
become a provider of broadband PCS.  The
Partnership will terminate on December 31, 2005, or earlier upon the occurrence
of certain specified events as detailed in the Partnership Agreement. SuperTel Communications
Corp. (SuperTel), a Puerto Rico corporation, is the General Partner.  Its total share of the income and losses of
the Partnership is 25% in accordance with the Partnership Agreement.  Approximately 1,600 limited partners also
invested in the Partnership through a private placement. On January 22, 1997, the Partnership was
granted the PCS Block C licenses for Puerto Rico and certain California
cities.  During 1997, the Partnership
organized the following wholly-owned subsidiaries: ClearComm West, LLC, ClearCorp.,
LLC, CommClear, LLC and ClearComm de Puerto Rico.  These companies are inactive. On February 4, 1999, the
Partnership entered into a joint venture agreement (the Joint Venture
Agreement) with Telefonica Larga Distancia De Puerto Rico, Inc. (TLD) to
jointly develop and operate certain PCS licenses in Puerto Rico.  Among the most important provisions of the
Joint Venture Agreement are the following:            The
Partnership transferred all of its Puerto Rico PCS licenses including its
related debt with the FCC to NewComm Wireless Services, Inc. (NewComm), a
newly organized Puerto Rico corporation, in exchange for all of NewComms
issued and outstanding common stock.            TLD
loaned approximately $20 million to NewComm by means of a secured convertible
promissory note payable (the Promissory Note).  The Promissory Note is secured by a security agreement pursuant
to which a security interest is imposed upon NewComms assets, a Partnership
guarantee and a pledge agreement, as defined.            Once
certain regulatory and other requirements are met, the Promissory Note will be
converted to NewComms common stock representing approximately 49.9% of
NewComms equity at the time of the exchange. 
TLD has the option to buy an additional .2%, which would bring its ownership
to 50.1%, subject to a third party valuation of NewComms stock and approval by
the FCC (refer to Note 17).            NewComm
and TLD entered into certain management and technology transfer agreements. In September 1999, NewComm commenced
providing PCS services in Puerto Rico. On August 28, 2000, the Partnership
entered into a Purchase and Sale Agreement with Leap Wireless International
("Leap Wireless"), pursuant to which the Partnership will sell the
Visalia, California license to Leap Wireless in exchange for shares of Leap
Wireless stock valued at $9,500,000. 
The closing of this sale cannot occur until the FCC approves the
transfer of this license.  Under the
terms of Purchase and Sale Agreement, the Partnership will receive 147,502
shares of Leap Wireless stock, with the Leap Wireless stock valued at a price
of $64.45 per share.  The Partnership
also has the option to request a $9,500,000 cash payment in lieu of receipt of
Leap Wireless stock, if at the closing the average price of Leap Wireless
shares over the five-day period immediately prior to closing is less than
$61.23 per share.

During November and December 2000,
NewComm received an aggregate equity investment of $10,000,000 from Syndicated
Communications Venture Partners IV, L.P. (Syncom), a third party, in exchange
for a 3.28% ownership in NewComm. Syncom is committed to contribute up to $25
million to NewComm in exchange for a 8.2% ownership.

The accompanying consolidated financial
statements include the accounts of the Partnership and all of its
majority-owned subsidiaries.  All significant
intercompany accounts and transactions have been eliminated in consolidation.

2.Financing Requirements:

The accompanying
consolidated financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. 
The Partnership commenced operations in September 1999 and has incurred
operating losses ($41.4 million in 2000 and $20.8 million in 1999).  It also has a working capital and partners
deficit of $122.4 million and $41.0 million, respectively, as of
December 31, 2000.  The Partnership
is likely to continue incurring losses until such time as its subscriber base
generates revenue in excess of the Partnerships expenses.  Development of a significant subscriber base
is likely to take time, during which the Partnership must finance its
operations by other means than its revenues.

As part of the agreement with TLD,
NewComm entered into a contract with Lucent Technologies, Inc. (Lucent) that
requires Lucent to build a network that uses Code Division Multiple Access
(CDMA) protocol.  It is expected that
the total cost will approximate $125 million. 
During 2000, NewComms management and Lucent agreed on formally
extending the payment of up to $61.0 million of the total amount due under the
contract under a formal financing agreement. 
The financing agreement extends payments for an eight-month period
(through June 2001) at an annual rate of 1.5% of 90-day LIBOR.  As of December 31, 2000, $61,000,000 is
outstanding under this financing agreement (refer to Note 10).

During November 2000,
NewComm entered into a $60 million bridge loan agreement (the Bridge Loan
Facility) with ABN-AMRO and BBVA with interest at 1.5% over 90-day LIBOR, which
expired on March 15, 2001, and was extended until May 29, 2001, with interest
at 2.50% over 90-day LIBOR, when a permanent loan financing for $150 million is
expected to close.  The permanent
financing agreement will require that the Partnership, by means of Syncom, and
TLD, contribute approximately $25 million each to NewComm in equity and
convertible debt, respectively.  As part
of this commitment, during the last quarter of 2000, Syncom and TLD each
contributed $10 million to NewComm in the form of equity and convertible debt,
respectively (refer to Note 11).

Each of the
Partnerships C-Block licenses is subject to an FCC requirement that the
Partnership construct network facilities that offer coverage to at least
one-third of the population in the market covered by such license within five
years following the grant of the applicable license and to at least two thirds
of the population within ten years following the grant.  Although the Partnerships buildout plan
calls for it to exceed  these minimum
requirements, failure to comply with these requirements could result in the
revocation of the related licenses or the imposition of fines on the
Partnership by the FCC.  Therefore,
delays in constructing its PCS network for licenses granted for markets outside
Puerto Rico could have a material adverse effect on the Partnerships financial
condition and results of operations.

Management believes that
the Partnership will comply with all the requirements for obtaining the
permanent financing and believes that cash and cash equivalents on hand,
anticipated growth in revenues, vendor financing and the permanent financing
will be adequate to fund its operations, at a minimum, through the end of
2001.  However, in the absence of
improved operating results and cash flows, and the closing of its contemplated
permanent financing, the Partnership may face liquidity problems to fund its
operations and meet its obligations.  As
a result of these matters, substantial doubt exists about the Partnerships
ability to continue as a going concern. 
The accompanying consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

3.Summary of Significant Accounting Policies:

The following summarizes the most
significant accounting policies followed in the preparation of the accompanying
consolidated financial statements:

Use of Estimates in Preparation of Financial Statements

The preparation of
financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods.  Actual results could
differ from those estimates. 
Significant estimates include the allowance for doubtful accounts, the
insurance claims receivable, the valuation of inventories, and the fair value
of long-lived assets.  A significant
assumption that impacts the carrying value of assets and liabilities is that
the Partnership will continue as a going concern.

Basis of Accounting and Fiscal Year

The Partnership's
records are maintained on the accrual basis of accounting for financial
reporting and tax purposes.  The fiscal
year of the Partnership ends on December 31.

Cash Equivalents

The Partnership
considers all highly liquid investment instruments purchased with an original
maturity of three months or less to be cash equivalents.  Cash equivalents at December 31, 2000 and
1999, consist of money market funds of approximately $5,055,000 and $5,413,000,
respectively.

Allowance for Doubtful Accounts

Allowance for doubtful accounts provides
for estimated losses on accounts receivable. 
The allowance is established based upon a review of the aggregate
accounts, loss experience, economic condition and other pertinent factors.  Account losses are charged and recoveries
are credited to the allowance for doubtful accounts.

Inventories

The Partnership maintains inventories for
resale of wireless handsets and accessories to subscribers.  Inventories are recorded at the lower of
average cost (which approximates first-in, first-out) or market (which approximates
replacement cost from suppliers). 
Handsets for rental are transferred to property and equipment at book
value at the time these are rented.

Deferred Financing Costs

Financing costs incurred in connection
with the Bridge Loan Facility have been deferred to be amortized throughout the
term of the short-term financing or, for amounts agreed with the financial
institutions to be credited to permanent financing costs, throughout the term
of the permanent financing.

PCS Licenses

PCS licenses are
recorded at cost.  The Puerto Rico PCS
licenses are being amortized over their estimated life of twenty years, while
PCS licenses not yet in use will be amortized over the estimated life of the
licenses once the related PCS network is ready for its intended use.  The Partnership capitalized the interest
related to the debt pertaining to the Puerto Rico PCS licenses during the
development stage, which amounted to $12,174,000.  However, such capitalization was discontinued in September 1999
when NewComm started commercial operations.

The licenses expire in
January 2007 unless renewed.  However,
FCC rules provide for renewal expectancy provisions. The Partnership expects to
exercise the renewal provisions.

Property and Equipment

Property and equipment
are recorded at cost.  Major
replacements and improvements are capitalized while general repairs and
maintenance are charged to expense as incurred.

Depreciation is computed
using the straight-line method over the estimated useful life of the asset
commencing from the time it is placed into service or the term of the lease, if
shorter, for leasehold improvements. 
Upon retirement or sale, the cost of the asset disposed of and the
related accumulated depreciation are removed from the accounts and any
resulting gain or loss is credited or charged to income.

Accounting for Impairment of Long-lived Assets

The Partnership continually evaluates its
long-lived assets to determine whether current events and circumstances warrant
adjustment to the carrying values or amortization periods.  The Partnership measures impairment whenever
events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable.  In
performing the review for recoverability, an estimate of the future cash flows
expected to result from the use of the asset and its eventual disposition must
be made.  If the sum of the future cash
flows (undiscounted and without interest charges) is less than the carrying
amount of the asset, an impairment loss is recognized. The impairment loss, if
any, is determined based on projected discounted future operating cash flows
using a discount rate reflecting the Partnership's average cost of funds. No
impairment loss was recognized during 2000, 1999 and 1998.

Revenue Recognition

The Partnership earns revenues by
providing postpaid and prepaid PCS service to local subscribers, as well as
from sales of PCS equipment and accessories to subscribers. Sale of handsets
and accessories are recognized upon shipment or point-of-sale.  Rental revenue is billed and recognized on a
monthly basis.

Postpaid PCS service revenues consist of
base monthly service fees, airtime revenue and long-distance toll
revenues.  Generally, the base monthly
service fees are billed one month in advance, but recognized when earned, while
airtime and toll revenues are recognized when the service is provided.

Prepaid PCS service revenues are
collected in advance, but recognized as service is provided.

Advertising Costs

The Partnership expenses production costs
of print, radio and television advertisements and other advertising costs as
such costs are incurred.

Income Taxes

In accounting for income
taxes the Partnership uses an asset and liability approach that requires the
recognition of deferred tax liabilities and assets for the expected future tax
consequences of temporary differences between the carrying amounts and the tax
bases of assets and liabilities.  A
valuation allowance is recognized for any deferred tax asset for which, based
on management s evaluation, it is more likely than not (a likelihood of more than
50%) that some portion or all the deferred tax asset will not be realized.

Net Loss Per Limited Partnership Unit

Net loss per limited
partnership unit is computed by dividing net loss for the period by the
weighted-average number of limited partnership units outstanding during the
period which was 2,903.1, 2,827 and 2,826 in 2000, 1999 and 1998, respectively.

Fair Value of Financial Instruments

The carrying amounts of
the Partnerships financial instruments, excluding notes payable, (cash and
cash equivalents, accounts receivable, accounts payable and accrued
liabilities) are considered reasonable estimates of fair value due to the short
period to maturity.

Management believes,
based on current interest rates, that the fair value of its notes payable approximates
the carrying amount.

Other Accounting Pronouncements

In December, 1999, the Securities and
Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 101
"Revenue Recognition in Financial Statements" ("SAB No.
101"). SAB No. 101 sets forth certain of the SEC staff's views on applying
generally accepted accounting principles to revenue recognition in financial
statements. The Partnership adopted SAB No. 101 beginning January 1, 2000, and
the adoption did not have a material effect on the Partnership's results of
operations or financial position.

In June 1998, the
Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities"("SFAS 133"). SFAS 133
established accounting and reporting standards requiring that every derivative
instrument (including certain derivative instruments embedded in other
contracts) be recorded in the balance sheet as either an asset or liability
measured at its fair value. SFAS 133 requires that changes in the derivative's
fair value be recognized currently in earnings unless specific hedge accounting
criteria are met. In June 2000, the FASB issued Statement of Financial
Accounting Standards No. 138 ("SFAS 138") which amends SFAS 133 for
certain derivative instruments and certain hedging activities. SFAS 133, as
amended, is effective for fiscal years beginning after June 15, 2000. The
Partnership adopted SFAS 133 beginning January 1, 2001 and did not have any
derivatives.

Reclassifications

Certain reclassifications have been made
to the accompanying 1999 and 1998 consolidated financial statements to conform
these with the 2000 presentation.

4.Allowance for Doubtful Accounts:

The activity for the allowance for
doubtful accounts at December 31, follows:



2000
  1999
  1998Balance
  at beginning of year
  $625,000
  $-
  $-Provision
  for doubtful accounts
  17,716,025
  625,000
  -Balance at end of year
  $18,341,025
  $625,000
  $-5.Insurance Claim Receivable:

The Partnership provides its customers
with optional insurance coverage for damage, theft or loss of handset equipment
sold.  Insurance coverage to the
Partnership is provided by a third party insurance company.  During 2000, the Partnership filed claims
aggregating to approximately $3,400,000 with the insurance company.  There is a dispute between the Partnership
and the insurance company in relation to coverage for certain losses.  Accordingly, the Partnership has recorded an
insurance claim receivable of approximately $1,250,000 as of December 31, 2000,
which represents the portion of the claims for which a preliminary settlement
agreement has been reached.

6.Inventories:

Inventories at December 31, consist of:



2000
  1999Handsets
  $12,418,439
  $8,957,797Accessories and other
  558,725
  244,026$12,977,164
  $9,201,823

7.PCS Licenses:

At December 31, PCS licenses consist of:



2000
  1999PCS
  licenses in use
  $52,696,294
  $52,696,295Accumulated
  amortization
  (3,311,031)
  (606,164)49,385,263
  52,090,131PCS licenses not yet
  in use
  15,453,189
  15,453,189$64,838,452
  $67,543,3208.Property and Equipment:

At December 31, property and equipment
consist of:



Estimated
  Life
  (years)
  2000
  1999Network
  infrastructure equipment
  10
  $88,929,914
  $53,649,250Leasehold
  improvements
  5-10
  3,706,389
  2,332,650Handsets
  rented to customers
  1
  7,941,943
  6,118,149Computer
  and office equipment
  5
  5,460,523
  3,883,247Vehicles
  5
  664,853
  597,527106,703,622
  66,580,823Accumulated
  depreciation and amortization
  
  (15,173,002)
  (2,333,024)91,530,620
  64,247,799Network under
  construction
  
  5,471,520
  24,952,812$97,002,140
  $89,200,6119.Accounts Payable and Accrued Liabilities:

At December 31, accounts payable and
accrued liabilities consist of:



2000
  1999Accounts
  payable-trade
  $19,766,575
  $13,190,324Accounts
  payable-network construction costs
  10,055,040
  82,919,119Other accounts payable
  and accrued liabilities
  10,492,786
  6,626,245$40,314,401
  $102,735,688The payment terms with Lucent for amounts
classified as accounts payable-network construction costs, require payment on
due dates ranging from 60 to 365 days after invoice has been submitted to
NewComm.

10.       Note Payable
to Lucent Technologies:

During 2000, NewComms management and Lucent
agreed on formally extending the payment of up to $61.0 million of the total
amount due under the network construction contract.  The financing agreement extends payments for an eight-month
period (through June 2001) at an annual rate of 1.5% over 90-day LIBOR.  As of December 31, 2000, $61,000,000 is
outstanding under this financing agreement.

11.       Bridge Loan
Facility:

During November 2000, NewComm entered
into a $60 million bridge loan agreement (the Bridge Loan Facility) with
ABN-AMRO and BBVA with interest at 1.5% over 90-day LIBOR, which expired on
March 15, 2001, and was extended until May 29, 2001, with interest at
2.50% over 90-day LIBOR, when a permanent loan financing for $150 million is
expected to close.  The permanent
financing agreement will require that the Partnership, by means of Syncom, and
TLD, contribute approximately $25 million each in the form of equity and
convertible debt, respectively.  As part
of this commitment, during the last quarter of 2000, Syncom and TLD contributed
$10 million each to NewComm in the form of equity and convertible debt,
respectively.

12.Long-Term Notes Payable:

Long-term notes payable consist of:



2000
  1999FCC
  Notes
  $39,580,955
  $38,024,462TLD notes
  29,940,000
  19,960,000Accrued interest on
  TLD Promissory Note
  2,935,278
  1,130,216$72,456,233
  $59,114,678FCC Notes

On January 22, 1997, the Partnership was
granted the PCS Block C licenses for $344,293,125. A down payment, or 10% of
the bid amount, was deducted by the FCC from the deposit held.

The remaining balance or $309,863,813
consisted of 10 year notes due to the FCC bearing interest at 6.5% and
guaranteed by the licenses obtained.  In
accordance with industry practice, the Partnership recorded the licenses and
the related debt at a net present value of $210,143,476.  Based on the Partnerships estimates of
borrowing costs for debt similar to that issued by the FCC, the Partnership
used a 13% discount rate.  At December
31, 1997, the notes payable to the FCC were presented net of a discount of
approximately $93,007,000.

The original payment term provided for
paying interest only for the first six years starting in April 1997 and both
interest and principal for the remaining four years starting in April
2003.  Although in March 1997 the FCC
suspended the deadline for commencing the payments, the Partnership accrued the
interest on the notes.

In September 1997, the FCC ended the
interest payment suspension and established March 31, 1998, as the deadline to
resume payments.  The FCC also adopted
certain options designed to assist Block C licensees in obtaining financing and
building their systems.  On March 24,
1998, the FCC issued a new order (the March FCC Order) establishing new
options and June 8, 1998 and July 31, 1998, as the dates for making an election
on the options and the deadline to resume payments, respectively.

On June 8, 1998, the Partnership elected
the following options:

1.         Returned
eight licenses the Partnership held in the western states of the United States
with an undiscounted cost of approximately $199,299,000 and the FCC forgave the
undiscounted debt related to these licenses amounting to approximately
$179,369,000.  A credit of approximately
$17,000,000 resulting from this election was used by the Partnership to prepay
the debt of other licenses the Partnership held in the western states of the
United States.

2.         Disaggregated
and prepaid the remaining five licenses the Partnership held in the western
states of the United States.  As a
result, the Partnership returned 15 MHz in Licenses with an undiscounted cost
of approximately $15,453,000 and the FCC forgave fifty percent of the related
undiscounted debt or $13,908,000.  The
outstanding undiscounted debt on the 15 MHz licenses retained of approximately
$13,908,000 was prepaid with the credit received on the licenses returned in
(1) above.

3.         Disaggregated
the Puerto Rico PCS licenses.  As a
result, the Partnership returned 15 MHz in licenses with an approximately
undiscounted cost of $57,044,000 and the FCC forgave fifty percent of the
related undiscounted debt or approximately $51,340,000.  A credit of approximately $2,282,000
resulting from this election was applied by the FCC to the interest accrued.

As
a result of the elections made by the Partnership, the FCC forfeited
approximately $10,990,000, which was charged to operations in 1998.The notes payable to the
FCC are payable as follows:    Quarterly interest payments of $834,268
through April 2003.    Quarterly principal and interest payments of $3,669,768 from
April 2003 through January 2007.TLD Notes

The secured promissory note (Promissory
Note) payable to TLD bears interest at the floating rate of the 90-day LIBOR
plus 1-1/2% and is due in March 2004. 
The principal amount of the Promissory Note is convertible into
NewComms shares of common stock, as follows: (i) shares of NewComms Class A
Common Stock in an amount equal to thirty-three and one third percent (33-1/3%)
of NewComms issued and outstanding Class A Common Stock held by the
Partnership, and (ii) shares of NewComms Class B Common Stock in an amount
equal to forty-nine point seven percent (49.7%) of all issued and outstanding
shares of Class A Common Stock of NewComm (including the Class A Common Stock
issued to TLD upon conversion of the Promissory Note).  Upon the issuance of the FCC approval, TLD
shall surrender the Promissory Note to NewComm, duly endorsed for cancellation,
and NewComm shall issue (i) the certificates evidencing the number of shares of
Class A Common Stock and Class B Common Stock into which the Promissory Note is
convertible, as set forth herein, and (ii) a promissory note in a principal
amount equal to the accrued interest on the Promissory Note as of such date
(the Interest Note).  The Interest Note
will be non-interest bearing and the principal amount may be converted into
additional shares of NewComms stock. 
Because of restrictions on the PCS licenses, the Promissory Note cannot
be converted until the FCC authorizes TLD to hold more than a 25% equity
interest in NewComm.

The Partnership has the option to buy out
TLD in the last year before the restrictions on the Puerto Rico licenses lapse
at an amount equal to the higher of 50% of the principal plus accrued interest
on the Promissory Note at the time of the transaction, or 125% of the fair
market value of NewComms shares.

On January 31, 2000, the Joint Venture
Agreement was amended.  TLD provided
NewComm a revolving line of credit of approximately $30,000,000 for working
capital.  The amounts advanced under
this line of credit bore interest at 3% over the LIBOR rate and are secured
under the same terms of the Promissory Note of $20,000,000.  During 2000, TLD advanced NewComm up to
$30,000,000.  The total balance
outstanding, including principal and interest, amounting to $30,191,878, was
repaid by NewComm on December 1, 2000, with the proceeds from the Bridge Loan
Facility.

During November and December 2000, TLD
loaned and NewComm issued two convertible promissory notes for the principal
amounts of $4,990,000 each.  The
principal amounts of the promissory notes are each convertible into 29.34
shares of NewComms Class A Common Stock at any time prior to their respective
maturity dates November 2, 2005 and December 15, 2005.

At December 31, 2000, future principal
installments due on the FCC and TLD notes payable are as follows:

Year
  Amount2001
  $-2002
  -2003
  8,645,4782004
  34,422,5822005
  21,507,304Thereafter
  19,350,53783,925,901Less-  Discount on FCC notes
  (11,469,668)$72,456,233

13.Bid Withdrawal Payment and Penalty:

In 1996, the Partnership, through its
bidding agent, inadvertently submitted to the FCC an erroneous bid for one of
the PCS licenses being auctioned (Norfolk, Virginia).  Although the Partnership withdrew the bid immediately, the FCC
could have imposed a substantial penalty for withdrawal of the then highest
submitted bid, which penalty is based on the difference between the bid
withdrawn and the eventual highest bid. 
The General Partner met with FCC officials and filed a petition for a
waiver of the penalty or, in the alternative, a substantial reduction in the
penalty amount, as the FCCs rules were intended to deter frivolous and
manipulative bids, and not errors.

On December 20, 1996, the FCC issued an
order (the "Order") resolving the request for waiver of the related
bid withdrawal payment for the license applicable to Round 11 of the Broad Band
PCS Block C auction (Norfolk, Virginia) for which the FCC ordered the
Partnership to pay a penalty of approximately $3,273,000.  This Order also assessed a bid withdrawal
payment of approximately $1,258,000 for license B332 (Omaha, Nebraska) for the
Broad Band PCS Block C auction.  In
accordance with the Order, these amounts were deducted from the Partnerships
deposit with the FCC. In addition to the December 20, 1996 Order, the FCC
issued a Notice of Apparent Liability and Forfeiture dated January 22, 1997,
finding the Partnership liable for $1,000,000 for misrepresentations made to
the FCC Commission by its bidding agent. 
These amounts were charged to operations in 1996.

On May 19, 1998, the Partnership filed a
request with the FCC for further reduction in the penalty amount.  On June 12, 1998, the FCC granted the
Partnerships request for reduction of the penalty payment to $425,000.  The reduction in the penalty of
approximately $2,848,000 was credited to operations in 1998.  The Partnership and its General Partner
filed several actions in court to recover from the bidding agent the FCC
assessments made in connection with the bidding error as well as other related
expenses incurred.  One of the actions
filed resulted in the attachment by the Partnership of a $6.5 million escrow
account deposited in the name of the bidding agent, Romulus Telecommunications,
Inc. ("Romulus"), with a local bank, which would have been payable
upon obtaining the PCS licenses.

On November 16, 1998, (the Effective
Date), the Partnership, SuperTel, Romulus and other parties signed a
Settlement Agreement (the Settlement Agreement) which sought to resolve
certain legal actions, claims and controversies among the parties.  On January 11, 1999, the FCC approved the
Settlement Agreement which provided, among other things, for the following:

1.         At
closing date, Romulus and all other appropriate parties shall cause to pay the
Partnership from the escrow trust account maintained in Romulus name the
amount of $1,500,000.

2.         Issuance
of certain shares by SuperTel, the General Partner.

3.         From
the Effective Date, no additional shares of stock of SuperTell shall  be issued except with the written consent of
at least 60% of the voting securities of SuperTel.

4.         SuperTel
shall not enter into any contract, whether written or oral, providing for the
employment of any person or the engagement of any person as a consultant for an
amount in excess of $100,000 per year, except that two such contracts may
provide for payment up to $150,000 per year, without first obtaining a super
majority consent; provided however that this limitation shall not apply to
officers and employees of SuperTel as of September 1, 1998.

5.         The
parties and other signatories to the Settlement Agreement release each other
from various claims and causes of action.

On February 23, 1999, the Partnership
collected the $1,500,000 from Romulus. 
This amount plus certain accounts payable to Romulus deemed settled have
been recorded as a settlement credit in the accompanying statement of
operations for the year ended December 31, 1998.

14.       Partners'
Capital:

At December 31, 2000 and 1999, the
limited partners capital consisted of 2,903.1 units (consisting of 2,601.5
units and 1,508 one-fifth units) distributed among approximately 1,600 limited
partners.

The Partnership raised $2,064,616, net of
related expense of $245,384, in an offering that ended on December 31,
1999.  The Partnership issued 77 units
(consisting of 385 units of one-fifth units). 
The subscription receivable balance outstanding at December 31, 1999 of
$981,000, was collected in early January 2000.

The Partnership Agreement provides that
the Partnership may sell additional limited partnership interests after the
initial offering to raise additional equity. 
Cash flow received from normal operations of the Partnership which the
General Partner, in its sole discretion, determines to distribute to the
investors of the Partnership, will be distributed 75% to the limited partners
and 25% to the General Partner.  The
operating losses of the Partnership for federal income tax purposes will be
allocated first to the partners as necessary to offset any profits previously
allocated to them until each partner has cumulative losses equal to cumulative
profits previously allocated to each partner, and second, 75% to the limited
partners in accordance with the number of units held by each limited partner
and 25% to the General Partner; provided, however, that any losses that would
have the effect of causing or increasing a partner's capital account deficit
will be allocated first, pro rata to the other partners in accordance with
their respective share of partnership distributions, and second, when such
allocations can be made without increasing a partner's capital account deficit,
to the General Partner.

15.Related Party Transactions:

The Partnership has incurred legal and
consulting expenses paid to limited partners and members of the Board of
Directors and shareholders of the General Partner amounting to approximately
$456,000, $1,720,000 and $758,000 in 2000, 1999 and 1998, respectively.

The Partnership Agreement, as amended,
provides for payment of a management fee to its General Partner, equal to the
reasonable costs of operating the business of the Partnership, plus 10% of such
aggregate amount, which fee shall be payable monthly, on the first day of each
month during the year. Expenses reimbursed include, but are not limited to,
compensation costs and expenses related to the officers, directors, and
employees in the performance of their duties. In connection with this
agreement, the General Partner billed approximately $130,000, $142,000 and
$360,000 in 2000, 1999 and 1998, respectively, for these services.

NewComm entered into a management
agreement with TLD whereby TLD has agreed to combine its experience, know-how,
synergies and resources in the development, preparation and implementation of
NewComm business policies and organization in all major areas of
operations.  As part of this management
agreement, TLD agrees to advise NewComm in establishing and developing
NewComms strategic business policies, technical consultation in connection
with the design and development of networks, equipment selection, quality
controls, billing platforms, customer service and in new services and
products.  NewComm is responsible for
all salaries, wages, benefits, expenses and any other compensation of the
officers, employees or agents selected by TLD in connection with its management
services.  This management agreement
requires NewComm to pay an annual fee (payable quarterly in arrears) based on
the higher of 9% of NewComms earnings before interest, taxes, depreciation and
amortization (EBITDA) or $750,000. 
The initial term of this management agreement is five years beginning in
February 4, 1999, and is automatically renewable.

Also, NewComm entered into a services
agreement with TLD, whereby TLD will provide support to NewComm in the areas of
legal consultation, public relations, management informations systems and
general services.  The services
agreement is for one year and requires monthly payments to TLD in the amount of
$116,014.

In addition, NewComm entered into a
technology transfer agreement with Telefonica Internacional, S.A. (TISA), an
affiliate of TLD, whereby TISA granted NewComm the right to use, during the
term of this agreement, all patents, trademarks, processes, planning resources,
models, designs and, in general, all other intellectual property belonging to
TISA (collectively, the Technology), which is deemed necessary for the
efficient operation and development of the business of NewComm. NewComm shall
pay TISA all costs incurred, directly, or indirectly by virtue of granting
NewComm the right to utilize the Technology. 
In consideration for the right to use the Technology, NewComm shall pay
an annual fee (payable quarterly in arrears) equal to one percent (1%) of
NewComms gross revenue as of the end of the previous year. NewComm shall be
responsible for all taxes, withholdings or similar deductions due on the
fee.  The initial term of this agreement
is five years and is automatically renewable.

Atento de Puerto Rico, Inc., an affiliate
of TLD, provides NewComm call center services, including customer service and
others.  Services are charged based on
arranged rates.

Total amounts charged by TLD and its
affiliates during the years ended December 31, 2000 and 1999 for the above
agreements and other charges amounted to approximately $6,607,000 and
$2,410,000, respectively.

16.Income Tax:

The Partnership, as a limited
partnership, is not subject to income tax and the tax effect of its activities
accrues to the partners.  NewComm, as a
regular corporation is subject to income tax on its operations.

Taxable income to the General and Limited
Partners differs from that reported in the statements of revenues and expenses
mainly due to different treatment of operational expenses incurred since
inception for tax and book purposes and due to NewComms losses.  The Partnerships operating expenses were
deferred for tax purposes.

Some of these expenses will be amortized
over a period not exceeding 5 years. 
The taxable income for the partners is determined as follows:



2000
  1999
  1998Net
  loss per books
  $(51,755,387)
  $(22,194,758)
  $(11,428,678)Add:Operating expenses deferred until the
               Partnership began
  operations
  -
  -
  11,752,910NewComms losses
  51,272,979
  20,914,122
  -Taxable
  (loss) income
  $(482,408)
  $(1,280,636)
  $324,232

Total operating expenses deferred through
December 31, 2000 amounted to approximately $42.3 million.  There are no other significant differences
between taxable income (loss) for the partners and the net loss reported in the
statements of revenues and expenses.

At December 31, 2000, NewComm has an
operating loss carryforward amounting to approximately $72.2 million.  This loss is available to offset future
Puerto Rico taxable income and expires in 2007.  Due to the uncertainty surrounding the realization of the related
deferred tax asset, the Partnership has provided a full valuation allowance
against its otherwise recognizable deferred tax asset.

17.Contingencies:

In November 1996, certain limited
partners of the Partnership filed a suit in the Circuit Court of the State of
Oregon against the Partnership, the General Partner, certain of their officers,
directors, employees and consultants. 
The suit alleges that defendants employed misstatements and omissions of
fact in connection with the sale of limited partnership units of the
Partnership and seeks the return of the investment of $25,000 per unit for
approximately 22 units, plus interest and attorney fees.  In August 1997 a suit brought by
approximately 30 additional plaintiffs was filed. The two suits contain
virtually identical allegations and were consolidated for all purposes.

In April 1998, the Court entered an order
dismissing both cases.  In one pre-trial
ruling, a judge dismissed plaintiffs racketeering claims.  Plaintiffs have filed a notice of appeal to
the Oregon Court of Appeals.  In
addition, plaintiffs have filed a demand for arbitration with the American
Arbitration Association (AAA).  The
AAA has ruled, over plaintiffs objections, that the arbitration should proceed
in Puerto Rico.

The Partnerships insurance carrier has
assumed responsibility for the expenses associated with these cases.

Subsequently, during 2001, the two
separate consolidated civil actions were settled with no financial impact for
the Partnership.

On February 4, 1999, the Partnership and
NewComm filed an application with the FCC for a pro forma assignment of the
Puerto Rico Licenses to NewComm, and the FCC granted the application on
February 18, 1999.  On March 22,
1999, Centennial Communications Corp. (Centennial) filed a Petition for
Reconsideration (the Petition) with the FCC seeking to rescind the assignment
of the Licenses to NewComm or to stay the effectiveness of the assignment
pending resolution of the issues raised in the Petition.  Centennial alleges that there are facts
warranting an investigation into whether TLD is exercising de facto, if not de
jure, control over the Puerto Rico NewComm licenses in violation of the FCCs
broadband PCS designated entity rules. 
The Partnership believes that all of its actions were in conformity with
FCC rules, and that the allegations are without merit.  The Partnership will vigorously oppose the
Petition.  The Partnership intends to
amend the Joint Venture Agreement with TLD, if necessary, to obtain a dismissal
of the Petition.  The amendments that
the Partnership plans to make to the Joint Venture Agreement will make the
Petition moot and the Partnership believes the FCC will proceed to dismiss
it.  Management believes that the final
disposition of this matter will not have a material adverse effect on the
Partnerships financial position, results of operations, or liquidity.

From time to time the Partnership is
involved in litigation, some of which is ongoing.  The General Partner does not believe that any litigation
involving the Partnership will have a material adverse effect on the
Partnerships business or financial condition.

18.Commitments:

The Partnership through NewComm is
committed under various operating lease agreements for its office space and
retail outlets, as well as various sites for communication equipment and towers
under different terms and conditions. 
Minimum future annual rental commitments at December 31, 2000, are as follows:

Year
  Amount2001
  $5,596,6132002
  5,350,5892003
  5,241,0202004
  4,185,7502005
  1,090,815Thereafter
  1,579,468$23,044,255

Rent expense for the years ended December
31, 2000, 1999 and 1998 was approximately $7,415,000, $1,825,000 and $225,000,
respectively.

At December 31, 2000, the Partnership had
capital commitments relating to the construction of its network amounting to
approximately $15,000,000.

All PCS license
holders are required to meet certain requirements imposed by the FCC relating
to the provision of service in each license area. Block C license holders must
provide coverage to one-third of the POPs in each license service area within
five years of license grant and two-thirds of the POPs in each license service
area within ten years of license grant. These periods were rescheduled by the
FCC to begin on June 8, 1998. Failure to comply with the build-out requirements
could subject the Partnership to license forfeiture or other penalties, and may
have a material adverse effect on the financial condition of the Partnership.
The Partnership has complied with its build out requirements for the Puerto
Rico licenses, and has informed the FCC of its difficulties in building out
coverage in the region covered by the California licenses. If necessary, the
Partnership will request an extension to the build-out requirements.

19.Supplementary Cash Flows Information:

Interest paid during the years ended
December 31, 2000 and 1999, was approximately $5,526,000 and $3,700,000,
respectively.  No interest was paid in
1998.

Non-cash investing and financing
activities include the following:

           Network
construction costs not yet paid of approximately $10,055,000 and $88,047,000 in
2000 and 1999, respectively.

           Limited
partners capital contribution not yet collected of $981,000 in 1999.

           Capitalization
of interest paid with FCC disaggregation and bid withdrawal credit of
approximately $3,335,000 in 1998.

           Capitalization
of interest not yet paid of approximately $1,191,000 in 1998.

           Forgiven
FCC notes payable and accrued interest after disaggregation, prepayment and
amnesty options elected for approximately $160,301,000 and $15,826,000,
respectively, in 1998.

           Payment
of FCC notes payable with FCC amnesty credit of approximately $13,908,000 in
1998.

20.Quarterly Financial Information (Unaudited):

Certain unaudited quarterly financial
information for the years ended December 31, 2000 and 1999, follows:

2000March
  June
  September
  DecemberRevenues
  $12,932,126
  $22,013,267
  $24,379,828
  $32,685,984Operating loss
  (6,558,808)
  (5,385,201)
  (12,287,018)
  (17,155,371)Net loss
  (8,113,277)
  (7,398,716)
  (15,100,686)
  (21,142,708)Net loss attributable
  to General Partner
  (2,028,319)
  (1,849,679)
  (3,775,172)
  (5,285,677)Net loss attributable
  to Limited Partners
  (6,084,958)
  (5,549,037)
  (11,325,514)
  (15,857,031)

1999March
  June
  September
  DecemberRevenues
  $-
  $-
  $387,171
  $6,921,388Operating loss
  (758,515)
  (2,208,697)
  (6,264,887)
  (11,531,663)Net loss
  (630,936)
  (1,934,540)
  (5,977,051)
  (13,652,231)Net loss attributable
  to General Partner
  (157,734)
  (483,635)
  (1,494,263)
  (3,413,057)Net loss attributable
  to Limited Partners
  (473,202)
  (1,450,905)
  (4,482,788)
  (10,239,174)

During the third and fourth quarters of
2000, the Partnership recorded increases to the provision for doubtful accounts
of approximately $6,000,000 and $8,200,000, respectively.  In addition, during the fourth quarter of
2000, the Partnership recorded inventory adjustments related to valuation and
existence of approximately $4,900,000. 
The Partnership cannot determine what the effect of these expense items
on previous quarters of 2000 may have been, if any.


Report of Independent Public
Accountants  To
the Board of Directors of
SuperTel Communications Corp.: We have audited the accompanying balance
sheet of SuperTel Communications Corp. as of December 31, 2000, and the related
statements of revenues and expenses and deficit, and cash flows for the year
then ended.  These financial statements
are the responsibility of the Companys management.  Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance with
auditing standards generally accepted in the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion. In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of SuperTel Communications Corp. as
of December 31, 2000, and the results of its operations and its cash flows for
the year then ended in conformity with accounting principles generally accepted
in the United States.  ARTHUR
ANDERSEN LLP  San
Juan, Puerto Rico,
May 4, 2001.  Revenue
Stamp Number 1701884
has been affixed to the original
copy of this report. Report of Independent Public Accountants



To the Board of Directors and
Stockholders of
SuperTel Communications Corp.

In our opinion, the accompanying balance sheet and the
related statements of revenues and expenses and deficit and of cash flows
present fairly, in all material respects, the financial position of SuperTel
Communications Corp. at December 31, 1999, and the results of its operations
and its cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.  These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audit.  We conducted our audit of these statements
in accordance with auditing standards generally accepted in the United States
of America, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.





PRICEWATERHOUSECOOPERS LLP



San Juan, Puerto Rico
March 29, 2000



Stamp 1705928 of the P.R. Society of
Certified Public Accountants has been
affixed to the file copy of this report

SuperTel Communications Corp.

Balance SheetsDecember 31, 2000 and 1999



2000
  1999Assets:Cash
  $32,016
  $1,933Accounts receivable from affiliated company
  88,612
  106,905Prepaid income tax
  2,760
  2,760Total assets
  $123,388
  $111,598Liabilities:Accounts payable to officers and directors
  $29,744
  $29,744Contingencies(Note 8)Stockholders Equity:Common stock, no par value, 100,000 shares authorized issued and
  outstanding in 2000 and 1999
  1,000
  1,000Paid-in capital
  148,746
  148,746Deficit
  (56,102)
  (67,892)Total stockholders' equity
  93,644
  81,854$123,388
  $111,598The accompanying notes are an integral
part of these statements.


SuperTel
Communications Corp. Statements of Revenues and Expenses and Deficit
For the Years Ended December 31, 2000 and 1999  2000
  1999Revenues:Management fees
  $129,685
  $141,898Expenses:Directors fees
  117,500
  156,250Other general and administrative expenses
  395
  5,535Total expenses
  117,895
  161,785Net Income (Loss)
  11,790
  (19,887)Deficit, beginning of year
  (67,892)
  (48,005)Deficit, end of year
  $(56,102)
  $(67,892) The accompanying notes are an integral
part of these statements SuperTel
Communications Corp. Statements of Cash Flows
For the Years Ended December 31, 2000 and 1999  2000
  1999Cash Flows from Operating Activities:Net income (loss)
  $11,790
  $(19,887)Adjustments to reconcile net income (loss) to net cash provided by
  (used in) operating activities-Decrease (increase) in accounts receivable from affiliated company
  18,293
  (3,848)Increase in accounts payable
  -
  29,375Decrease in income tax payable
  -
  (7,850)Total adjustments
  18,293
  17,677Net cash provided by (used in) operating activities and net increase
  (decrease) in cash
  30,083
  (2,210)Cash, beginning of year
  1,933
  4,143Cash, end of year
  $32,016
  $1,933Supplemental Cash Flows Information:Income tax paid
  $-
  $7,850 The accompanying notes are an integral
part of these statements


SuperTel Communications Corp. Notes to Financial Statements
December 31, 2000 and 1999  1.Reporting Entity: SuperTel Communication
Corp. (the Company ) was organized on June 7, 1996 under the laws of the
Commonwealth of Puerto Rico.  The
Company was created to serve as general partner (the General Partner) of
ClearComm, L.P. (the Partnership). Most of the Companys transactions are
related to the administration of the Partnership, a limited partnership
organized on January 24, 1995 under the laws of the State of Delaware, for
which the Company has served as General Partner since June 18, 1996.  On January 22, 1997, the Partnership was
granted the PCS Block C licenses for Puerto Rico and certain western states of
the United States.  On February 4, 1999,
the Partnership entered into an agreement with Telefónica Larga Distancia de
Puerto Rico, Inc. (TLD).  Some
relevant provisions of this agreement are the following:            The
Partnership transferred all of its Puerto Rico licenses including its related
debt with the FCC (the Partnerships contribution) to NewComm Wireless
Services, Inc. (NewComm), a newly organized Puerto Rico corporation owned by
the Partnership, in exchange for all of NewComms issued and outstanding common
stock.            TLD
lent approximately $20 million to NewComm by means of a secured convertible
promissory note payable (the Promissory Note). 
The Promissory Note is secured by a security agreement pursuant to which
a security interest is imposed upon NewComms assets, a Partnerships guarantee
and a pledge agreement, as defined.            Once
certain regulatory and other requirements are met, the Promissory Note will be
converted to NewComms common stock representing approximately 49.9% of
NewComms equity at the time of the exchange. 
TLD has the option to buy an additional .2%, which would bring its
ownership to 50.1%, subject to a third party valuation of NewComms stock and
approval by the FCC.            NewComm
and TLD entered into certain management and technology transfer agreements. In September 1999,
NewComm commenced providing PCS services in Puerto Rico. The Company is entitled
to 25% of all distributions made by the Partnership. Reference should be made
to the Partnership agreement for complete details of the provisions. 2.         Summary of
Significant Accounting Policies: The following summarizes the most
significant accounting policies followed in the preparation of the accompanying
financial statements: Use of Estimates in Preparation of Financial Statements The preparation of
financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could
differ from those estimates. Basis
of Accounting

The accounting and
reporting policies of the Company conform to accounting principles generally
accepted in the United States.

Cash Equivalents

The Company considers
all highly liquid investment instruments purchased with an original maturity of
three months or less to be cash equivalents. 
The Company had no cash equivalents as of December 31, 2000 and
1999.

Income Taxes

In accounting for income
taxes, the Company uses an asset and liability approach that requires the
recognition of deferred tax liabilities and assets for the expected future tax
consequences of temporary differences between the carrying amounts and the tax
bases of assets and liabilities.  A
valuation allowance is recognized for any deferred tax asset for which, based
on managements evaluation, it is more likely than not (a likelihood of more
than 50%) that some portion of all the deferred tax asset will not be realized.

3.Investment in Partnership:

Originally, the Company acquired its
investment in the Partnership for $100,000. 
Such investment is carried at equity and was written-down to zero in
1996.  As of December 31, 2000 and 1999,
the Companys investment in the undistributed losses of the Partnership
amounted to approximately $28,402,000 and $15,489,000, respectively.

4.Related Party Transactions:

The partnership agreement with ClearComm,
L. P., as amended, provides for payment of a management fee to its General
Partner, equal to the reasonable costs of operating the business of the
Partnership, plus 10% of such aggregate amount, which fee shall be payable
monthly, on the first day of each month during the year.  Expenses reimbursed include, but are not
limited to, compensation costs, and expenses related to officers, directors,
and employees in the performance of their duties. During 2000 and 1999, fees
billed amounted to approximately $130,000 and $142,000, respectively.

All other related party
transactions are advances from/to affiliated companies made in the ordinary
course of business.

5.Income Tax:

Under the provisions of
the Puerto Rico Tax law, the loss on the investment in the Partnership is not
deductible until it is finally determined that the investment is worthless for
tax purposes.  No deferred tax asset has
been recognized for this loss due to uncertainty as to its realization within
the carryforward period.

6.Capital:

The Company is authorized
to issue 1,000 shares of restricted non-voting preferred stock without par
value.  The preferred shares are divided
into classes, from A to J with 100 shares each class and upon their issuance
the Company has the option to redeem them at their issuance price plus accrued
dividends.   At December 31, 2000, none
of the preferred shares had been issued.

On January 25, 1999, the Companys certificate of
incorporation was amended to divide its 100,000 restricted voting common stock
authorized shares into (i) 84,100 shares of restricted voting common stock (the
Common Stock) without par value and (ii) 15,900 shares of restricted
non-voting shares without par value, designated Class A-1 shares (the Class
A-1 shares).  The Class A-1 shares
shall be identical in all respects to the rights, restrictions and limitations
of the Common Stock, except that the Class A-1 shares shall not vote on any
matters which are submitted by shareholder vote.

During the year ended
December 31, 1999, the Company converted 19,600 warrants to common stock as
part of the settlement mentioned in Note 7.

7.Bid Withdrawal Payment and Penalty:

In 1996, the Partnership, through its bidding agent,
inadvertently submitted to the FCC an erroneous bid for one of the PCS licenses
being auctioned (Norfolk, Virginia). 
Although the Partnership withdrew the bid immediately, the FCC could
have imposed a very substantial penalty for withdrawal of the then highest
submitted bid, which penalty is based on the difference between the bid
withdrawn and the eventual highest bid. 
The Company filed a petition for a waiver of the penalty or, in the
alternative, a substantial reduction in the penalty amount, as the FCCs rules
were intended to deter frivolous and manipulative bids, and not errors.

On December 20, 1996, the FCC issued an
order (the Order) resolving the request for waiver of the related bid
withdrawal payment for the license applicable to Round 11 of the Broad Band PCS
Block C auction (Norfolk, Virginia) for which the FCC ordered the Partnership
to pay a penalty of approximately $3,273,000. 
This Order also assessed a bid withdrawal payment of approximately
$1,258,000 for license B332 (Omaha, Nebraska) for the Broad Band PCS Block C
auction.  In accordance with the Order,
these amounts were deducted from the Partnerships deposit with the FCC. In
addition to the December 20, 1996 Order, the FCC issued a Notice of Apparent
Liability and Forfeiture dated January 22, 1997, finding the Partnership liable
for $1,000,000 for misrepresentations made to the FCC Commission by its bidding
agent.  These amounts were charged to
operations by the Partnership in 1996.

On May 19, 1998, the Partnership filed a
request with the FCC for further reduction in the penalty amount.  On June 12, 1998, the FCC granted the
Partnerships request for reduction of the penalty payment to $425,000.  The reduction in the penalty of
approximately $2,850,000 was credited to operations by the Partnership in 1998.

The Partnership and the Company filed several actions in
court to recover from the bidding agent the FCC assessments made in connection
with the bidding error as well as other related expenses incurred.  One of the actions filed resulted in the
attachment by the Partnership of a $6.5 million escrow account deposited in the
name of the bidding agent, Romulus Telecommunications, Inc. (Romulus), with a
local bank which would have been payable upon obtaining the PCS licenses.

On November 16, 1998 (the Effective Date), the
Company, the Partnership, Romulus and other parties signed a Settlement
Agreement (the Settlement Agreement). 
The Settlement Agreement seeks to resolve certain legal actions, claims
and controversies among the parties.  On
January 11, 1999, the FCC approved the Settlement Agreement which provided,
among other things, for the following:

1.         At
closing date, Romulus and all other appropriate parties shall cause to pay to
the Partnership, from the escrow trust account maintained in Romulus name the
amount of $1,500,000.

2.         Issuance
of certain shares and settlement of note and accounts payable to affiliates.

3.         From the
Effective Date, no additional shares of stock of the Company shall be issued
except with the written consent of at least 60% of the voting securities of the
Company.

4.    The Company
shall not enter into any contract, whether written or oral, providing for the
employment of any person or the engagement of any person as a consultant for an
amount in excess of $100,000 per year, except that two such contracts may
provide for payment up to $150,000 per year, without first obtaining a super
majority consent; provided however that this limitation shall not apply to
officers and employees of the Company as of September 1, 1998.

5.         The
parties and other signatories to the Settlement Agreement release each other
from various claims and causes of action.

On February 23, 1999, the Partnership
collected the $1,500,000 from Romulus.

8.Contingencies:

In November 1996, certain limited
partners of the Partnership filed a suit in the Circuit Court of the State of
Oregon against the Company, the Partnership and certain of their officers,
directors, employees and consultants. 
The suit alleges that defendants employed misstatements and omissions of
fact in connection with the sale of limited partnership units of the
Partnership and seeks the return of the investment of $25,000 per unit for
approximately 22 units, plus interest and attorney fees.  In August 1997 a suit brought by
approximately 30 additional plaintiffs was filed.  The two suits contain virtually identical allegations and were
consolidated for all purposes.

In April 1998, the Court entered an order
dismissing both cases.  In one pre-trial
ruling, a judge dismissed plaintiffs racketeering claims.  Plaintiffs have filed a notice of appeal to
the Oregon Court of Appeals.  In
addition, plaintiffs have filed a demand for arbitration with the American
Arbitration Association (AAA).  The
AAA has ruled, over plaintiffs objections, that the arbitration should proceed
in Puerto Rico.

The Partnerships insurance carrier has
assumed responsibility for the expenses associated with these cases.

Subsequently, during 2001, the two
separate consolidated civil actions were settled with no financial impact for
the Company or the Partnership.

From time to time the Company or the
Partnership is involved in litigation, some of which is ongoing.  The General Partner does not believe that
any litigation involving the Company or the Partnership will have a material
adverse effect on the Companys or the Partnerships business or financial
condition.

ITEM 9.  CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM
10.  DIRECTORS AND EXECUTIVE OFFICERS

SuperTel
Communications Corp. was incorporated in Puerto Rico in June 1996 for the purpose
of acting as the general partner of the Partnership (the General
Partner).  SuperTel was structured to
ensure that the Partnership would receive the maximum benefits eligible to
Entrepreneurs.  The Partnership has no
employees and is managed and controlled by the Board of Directors and executive
officers of the General Partner.

Fred H. Martinez, Director and Chairman of the Board,age 56, has been chairman of the board of trustees
of the University of Puerto Rico from 1993 to 1999.  Mr. Martinez is co-managing partner of Puerto Ricos third
largest law firm.  During 1977 to 1979,
Mr. Martinez was director of the Puerto Rico Income Tax Bureau, member of the
Governors Economic Advisory Council, chairman, Committee on Section 936,
Government of Puerto Rico, assistant secretary of the treasury, Internal
Revenue, PR Treasury Department (1978- 1979), president, Tax Committee, PR
Chamber of Commerce (1978-1979).  In
1993 he was chairman of the board of the Solid Wastes Management Authority,
Government of PR.  Mr. Martinez has
extensive experience in contract negotiations, corporate and tax law, and in
directing major institutions.  He holds
a B.S. in Economics from Villanova University (1967), an LL.B. (law) from the
University of Puerto Rico (1971), and an LL.M (taxation) from Georgetown
University (1972).

Javier O. Lamoso, President,age 36, has had extensive experience in the
telecommunications industry and has been responsible for developing,
negotiating and overseeing numerous strategic operational, economic and
political aspects of the cellular telephone industry, including cell-site
acquisition, environmental impacts, leasing contractual arrangements and
inter-company relations with other operating telecommunications organizations,
including interexchange carriers and local telephone companies.  Until 1994, Mr. Lamoso acted as counsel to
the Puerto Rico Cable Operators Association in various matters which include
the negotiation of rates and levies and the drafting of new legislation.  From 1986 to 1987 Mr. Lamoso held a
non-legal position in the corporate finance department of Simpson, Thacher
& Bartlett, and was involved with the 1987 successful external debt
restructuring of Chile.  He holds a B.A.
in Political Science/ Economics from Fordham University (1986), and a J.D. in
law from the University of Puerto Rico (1990).



Gary H. Arizala, Director,age 62, is an entrepreneur and successful
businessman.  Mr. Arizala has experience
in the cellular telephone industry serving as chairman of United Cellular Associates
from 1988 to the present and of Aikane Cellular from 1991 to the present.  In these capacities he directed the
executive committee activities to oversee the development of the ME-3 RSA
cellular telephone system which was successfully acquired by Telephone &
Data Systems in early 1994.  In 1972 Mr.
Arizala founded Alphabetland Preschool and Kindergarten, which he owns and
operates.  Alphabetland provides
high-quality child care and preschool education services to 350 to 400 families
annually through four child care centers located on Oahu, Hawaii, and employs
approximately 60 people.  From 1963 to
1971, Mr. Arizala was an assistant civil engineer with the State of California
responsible for utilities relocation for the State Water Project.  His duties included negotiating plans and
agreements with Southern California Edison, Southern California Gas, the United
State Forest Service among other major private and public agencies.  He is on the Guardian Advisory Council of
the National Federation of Independent Businesses Hawaii Chapter, and an active
member of the Chamber of Commerce and Small Business Hawaii organizations.  Mr. Arizala holds a B.S. in Civil
Engineering from the University of Hawaii (1963).

Margaret W. Minnich, Director,age 46, has held management and supervisory
positions in finance and accounting over a 15-year period in the non-profit,
manufacturing and public accounting field. 
She has been a member of the board of several privately-held companies
and a private foundation for over eight years. 
From 1992 to the present, she has worked for The California Wellness
Foundation and since December 1997 is serving as Treasurer and Chief Financial
Officer, and is responsible for all financial reporting, accounting, budgeting
and tax functions including investment performance and asset allocation review
of a $1 billion investment portfolio, and managing cash flow for an annual
budget exceeding $45 million. From 1984 through 1990, Ms. Minnich held several
key positions with MICOM Communications Corporation, including manager of
financial planning where she directed all accounting and financial
functions.  From 1981 to 1984, Ms.
Minnich was a senior accountant with Ernst & Young, Los Angeles,
specializing in electronics, aerospace and heavy industry fields.  Ms. Minnich is a member of the California
Society of Certified Public Accountants, the Southern California Association
for Philanthropy, and serves on the boards of The Wharton Foundation and The
WealdenCompany.  She holds a B.A. in Philosophy from the
University of Southern California (1978) and an MBA in accounting from USC
(1981).

Lawrence Odell, Director and Secretary,age 52, is the co-managing partner of Puerto Ricos
third largest law firm with substantial expertise in the fields of corporate
finance, administrative law, securities and banking.  He is a member of the Trial Lawyers Association of America,
served as a member of the Inter-American Law Review from 1973 to 1974, and has
written for that publication in the past. 
He holds a B.A. (1971) and a J.D. (1974) from the Inter-American
University of Puerto Rico, and an LL.M. in labor law from New York University
(1975).  Mr. Odell has served in the
capacity of secretary for several major corporations, including Buenos Aires
Embotelladora, S.A. (BAESA).



James T. Perry, Director,age 68, is a successful entrepreneur and
businessman with substantial experience in the real estate and retail foods
industries. Since 1993, Mr. Perry has purchased and sold a two-way radio
license, and has been involved in several wireless communication
partnerships.  From 1987 to 1993, he has
been general partner of Telenode Rincon, the original owner and developer of
the RSA cellular telephone system for PR-1, which was successfully acquired by
Cellular Communications, Inc., as well as managing other cellular telephone and
telecommunications holdings.  From 1959
to 1975, Mr. Perry was the president and/or owner of several successful
licensed real estate firms including United Realty Group, Milwaukee, the
largest black-owned real estate firm in Wisconsin, and Perry and Sherard
Realty, Milwaukee, which specialized in rehabilitating and selling between 75
to 100 properties per year utilizing a staff of approximately 30 people.  From 1975 to 1992, Mr. Perry owned and operated
a McDonalds franchise in Saint Louis, Missouri, and was responsible for all
operations of this successful business. Mr. Perry served in the U.S. Army in
Korea, and has taken extensive courses in the fields of general business and
real estate.  From 1988 to 1992 he was
vice president of the Ronald McDonald Childrens Charities, and from 1980 to
1984 he served as a member of the McDonalds Advertising Committee.  His memberships include the board of
directors of the Skinker DeBaliviere Business Association, Hamilton Community
Schools, Saint Louis, and the admissions committee of the Milwaukee Board of
Realtors.  He is a past president of the
Urban Brokers Association, and a director of the Multiple Listing Service.

Section 16(a) Beneficial
Ownership Reporting Compliance

Based
solely upon review of Forms 3, 4 and 5 and any amendments thereto furnished to
the Registrant pursuant to Rule 16a-3(e) of the Rules of the Securities and
Exchange Commission, the Registrant is not aware of any failure of any officer
or director of the General Partner or beneficial owner of more than ten percent
of the Units to timely file with the Securities and Exchange Commission any
Form 3, 4 or 5 relating to the Registrant for 2000.

ITEM
11.  EXECUTIVE
COMPENSATION

The
Partnership is managed by the General Partners Board of Directors and
executive officers of the General Partner. 
The Partnership reimburses the General Partner for all reasonable
expenses incurred by it in connection with managing the Partnership, including
salaries and expenses of the General Partners employees who manage the
Partnership.

The following Summary Compensation
Table sets forth certain information concerning the cash and non-cash
compensation earned by or awarded to the chief executive officer of the
Partnerships General Partner.  Other
than the chief executive officer, no executive officer of the General Partner
received compensation of $100,000 or more in 2000.

SUMMARY COMPENSATION TABLE



Annual
  Compensation
  Long-Term
  Compensation AwardsName
  & Principal Position
  Fiscal
  Year
  Salary($)
  Bonus($)
  Other
  Annual Compensation ($)
  Securities
  Underlying Options/SARs
  All
  Other Compensations ($)Javier Lamoso, President and Director
  2000
  $75,200
  $0
  $72,500(1)
  0
  $01999
  72,000
  $0
  18,750(1)
  0
  155,000(2)1998
  85,000
  $0
  25,000(1)
  0
  112,900(3)(1)       Consists
of consulting and directors fee.
(2)       Consists of $155,000 paid in
1999 in connection with the termination of his employment agreement
(3)       Consists of $70,000 paid in 1998
in connection with the termination of his employment agreement, $15,000 car
allowance and other compensation.



Effective
the second quarter of 1999, the director fees were reduced by half so that
directors receive an annual fee of $12,500 each, other than the Chairman of the
Board, Mr. Martinez, who receives an annual fee of $50,000 and Mr. Odell, who
receives an annual fee of $17,500. 
Directors are reimbursed for their reasonable expenses in attending
board meetings.

ITEM
12.  SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

Exclusive
management and control of the Partnerships business is vested in the General
Partner.  The Partnership has no
employees and is managed and controlled by the Board of Directors and executive
officers of the General Partner.  The
General Partner owns 100% of the Partnerships general partnership
interest.  The shares of General Partner
are held by certain individuals and Puerto Rico trusts.

The
following table sets forth, as of March 30, 2001, information with respect to
beneficial ownership of the Partnerships Units by: (i) all persons known to
the General Partner to be the beneficial owner of 5.0% or more thereof; (ii)
each Director of the General Partner; (iii) each of the executive officers of
the General Partner; and (iv) all executive officers and Directors as a group
of the General Partner.  All persons
listed have sole voting and investment power with respect to their Units unless
otherwise indicated.

Name of Beneficial Owner
  Units Beneficially Owned
  Percentage OwnershipFred H. Martinez(1)
  4.4
  *Javier O. Lamoso(2)
  1
  *Gary H. Arizala(3)
  3.4
  *Margaret W. Minnich(4)
  1
  *James T. Perry(5)
  3.4
  *Lawrence Odell(6)
  4.4
  *All
  executive officers and directors of the General Partner as a group (6
  persons)
  15.2
  ** Less than 1.0%.

(1)       Mr.
Martínez is Chairman of the Board of Directors of the General Partner. Mr.
Martínez and Mr. Odell are Trustees of Martinez Odell & Calabria Pension
Fund, which owns 2.4 Units reflected in the table.
(2)       Mr. Lamoso is President and acting
Chief Executive Officer of the General Partner and a member of the Board of
Directors.
(3)       Mr. Arizala is a Director.
(4)       Ms. Minnich is a Director.  The Table does not include 12 Units held by
The Wealden Company, of which Ms. Minnich is a director and vice president, and
4.0 Units held by J.B. Wharton, Jr. Residual Trust, of which Ms. Minnich is
co-trustee and a contingent beneficiary.
(5)       Mr. Perry is a Director.
(6)       Mr. Odell is a Director and
Secretary of the General Partner.  Mr.
Martínez and Mr. Odell are trustees of Martínez Odell & Calabria Pension
Fund, which owns 2.4 Units reflected in the table.

ITEM
13.  CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS

General Partnership Interest

SuperTel
contributed $100,000, which entitled it to receive 100% of the Partnerships
general partner interest.  The general
partner interest entitles the General Partner to 25% of the equity of the
Partnership.  See Item 5.

Management Fee

The
Partnership Agreement provides that the General Partner is entitled to a
management fee for all reasonable operating expenses, plus 10% of such
expenses.  The total management fee for
2000 was approximately $130,000.  The
management fee is paid on a monthly basis.

Other
Relationships and Transactions

Mr.
Martínez and Mr. Odell are partners of Martínez, Odell & Calabria, a law
firm which provides legal services to the General Partner and the Partnership.

ITEM
14.  EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K



(a)
  The
  following documents are filed as part of this report:(1)
  Financial Statements (See Item 8 hereof)ClearComm,
  L.P.Report
  of Independent Public Accountants  December 31, 2000Report
  of Independent Public Accountants  December 31, 1999 and 1998Consolidated
  Statements of Assets, Liabilities and Partners Capital (Deficit) - December
  31, 2000 and 1999Consolidated
  Statements of Revenues and Expenses - December 31, 2000, 1999 and 1998Consolidated
  Statements of Changes in Partners Capital (Deficit) Accounts - December 31,
  2000, 1999 and 1998Consolidated
  Statements of Cash Flows - December 31, 2000, 1999 and 1998Notes
  to Consolidated Financial StatementsSuperTel
  Communications Corp.Report
  of Independent Public Accountants  December 31, 2000Report
  of Independent Public Accountants  December 31, 1999Balance
  Sheets - December 31, 2000 and 1999Statements
  of Revenues and Expenses and Deficit for the years ended December 31, 2000
  and 1999Statements
  of Cash Flows for the years ended December 31, 2000 and 1999Notes
  to Financial Statements(2)       Financial Statement Schedules(3)       ExhibitsExhibit Number

3.1       Agreement of Limited Partnership (Exhibit
3.1 of the Registrants Registration Statement on Form 10 (File No. 0-28362),
effective June 28, 1996, is hereby incorporated by reference)10.1     Joint Venture Agreement, dated as of
February 4, 1999, by and between Telefónica Larga Distancia de Puerto Rico,
Inc. and ClearComm, L.P. (Exhibit 10.3 of the Registrants Form 10-K for the
year ended December 31, 1998 is hereby incorporated by reference)21        *Subsidiaries of Registrant(b)        Reports
on Form 8-K

No
reports on Form 8-K were filed during the last quarter of fiscal 2000





* Filed herewith.

SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) 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.

ClearComm,
  L.P.By:
  SuperTel
  Communications Corp. General
  PartnerBy:
  /s/ Javier LamosoName:  Javier LamosoTitle:    PresidentPursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

Signature
  Capacity in
  Which Signed
  Date/s/
  Fred H. Martínez
  Director
  and Chairman of the Board
  May 10, 2001Fred
  H. Martínez/s/
  Javier O. Lamoso
  Director
  and President
  May 10, 2001Javier
  O. Lamoso/s/
  Gary H. Arizala
  Director
  May 10, 2001Gary
  H. Arizala/s/
  Margaret W. Minnich
  Director
  May 10, 2001Margaret
  W. Minnich/s/
  Lawrence Odell
  Director
  May 10, 2001Lawrence
  Odell/s/
  James T. Perry
  Director
  May 10, 2001James
  T. PerryEXHIBIT
INDEX

ExhibitNumber
  
  Description3.1
  Agreement
  of Limited Partnership (Exhibit 3.1 of the Registrants Registration
  Statement on Form 10 (File No. 0-28362), effective June 28, 1996, is hereby
  incorporated by reference)10.1
  Joint
  Venture Agreement, dated as of February 4, 1999, by and between Telefónica
  Larga Distancia de Puerto Rico, Inc. and ClearComm, L.P. (Exhibit 10.3 of the
  Registrants Form 10-K for the year ended December 31, 1998 is hereby
  incorporated by reference)21
  *Subsidiaries
  of Registrant* Filed herewith.