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)

    /x/   Annual Report  pursuant to  Section 13 or  15(d) of  the Securities
    Exchange Act of 1934 (Fee required)

    For the fiscal year ended December 31, 1996          or
                              -------------------------

    / /  Transition 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
                           --------------------------------------------------
    

                                PCS 2000, L.P.
            (Exact Name of Registrant as Specified in its Charter)


            Delaware                                        66-0514434
  -------------------------------                       ------------------
  (State or Other Jurisdiction of                        (I.R.S. Employer
   Incorporation or Organization)                       Identification No.)

            620 Broadway
         Sonoma, California                                    95476
  -------------------------------                       ------------------
(Address of Principal Executive Offices)                     (Zip Code)
      Registrant's Telephone Number, Including Area Code: (707) 938-2428
                                                          --------------

         Securities registered pursuant to Section 12(b) of the Act:

                                               Name of Each Exchange
             Title 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.  Yes     X   
                                                                    ---------
No __________

    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. / / 

    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      
                                              -----

ITEM 1.  BUSINESS
-----    --------

GENERAL
-------

    PCS  2000, L.P., a Delaware limited  partnership (the "Partnership"), was
formed  on   January 24,  1995   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 meet 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").   On
January 22,  1997,  the Partnership  was  awarded  15  PCS licenses  covering
markets in the  United States and  Puerto Rico (the  "Licenses") by the  FCC.
The Partnership's  business strategy is  to acquire the Licenses  and operate
such Licenses  with a view to providing capital  appreciation in the value of
the  Partnership's units  of  limited  partnership  interest  (the  "Units").
Unicom Corporation,  the former general partner ("Unicom") of the Partnership
and  SuperTel  Communications  Corp.,  the current  general  partner  of  the
partnership, formed  on June 7,  1996 ("SuperTel" or the  "General Partner"),
have taken steps to  qualify the Partnership for the maximum benefits allowed
by  the  FCC  for an  Entrepreneur  under  47 C.F.R. SectionSection 24.711(d)
(installment payments) and 24.712(c) (bidding  credits) of the final rules of
the FCC for PCS systems.  Unicom is not related to the parent of Commonwealth
Edison.  See "Background of Personal Communications Services Business and FCC
Auctions  --  Entrepreneur   Classes  and  Economic  Preferences"   and  "The
Partnership -- Transfer of General Partner's Interest."

    The  Partnership filed an  application (the  "Application") with  the FCC
for the  authority to acquire  licenses to provide  PCS systems in  all Basic
Trading Areas in the  United States.  The Partnership was high bidder for the
Licenses at  the Block C  auction for  the award  of PCS licenses  authorized
under Part 24 of  the FCC's rules.   The Partnership expects to  develop, own
and  operate the Licenses  it has been  awarded. See "The  Partnership -- The
Partnership's Business  to Date" below.  On  January 22, 1997, the FCC issued
its  Memorandum Opinion  and Order,  FCC,  97-15 (the  "Order") granting  the
Partnership the Licenses.   See "The Partnership  -- Transfer of  the General
Partnership Interest."    The FCC's  grant of the  Licenses may, however,  be
reversed on the basis of an interested  party's motion for reconsideration or
on appeal to the United States Court of Appeals for  the District of Columbia
Circuit.  On February 21, 1997, the SDE Trust, a stockholder of Unicom, filed
with  the FCC  a motion for  reconsideration with  respect to the  Order (the
"Petition for Reconsideration").  See "The Partnership -- Petitions to Deny."

    The  Partnership currently  anticipates that  it will  take 18 months  or
more  to complete  the initial  build-out  of its  PCS systems  and  to begin
offering  wireless   services  in  the  markets  covered   by  its  Licenses.
Development of the  infrastructure necessary to offer PCS  systems is subject
to delays, including those associated  with design, acquisition, obtaining of
financing, installation and construction of wireless  telephone systems.  See
"Development of the Licenses" below.

    The Agreement of Limited Partnership of  PCS 2000, L.P. (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
General Partner anticipates  that it will have developed its Licenses by such
date,  and depending  upon business  considerations,  will have  restructured
itself or transferred or sold its Licenses.

BACKGROUND OF PERSONAL COMMUNICATIONS SERVICES BUSINESS AND FCC AUCTIONS
------------------------------------------------------------------------

    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").  

    The PCS  technology is  expected to  be a  completely digital  technology
designed  from the  ground up  to  be a  wireless "telecommunicator"  system.
Since  PCS will  be  digital,  it is  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.  In  addition, if such  features are incorporated  into a given  PCS
network,  PCS  subscribers will  have  E-mail  access and  personal  computer
compatibility.

    PCS  is  a  radio-based  transmission  technology  which,  like  cellular
technology,  uses the same  frequencies repeatedly in  a multiple-transmitter
cell design.  PCS systems  use frequencies in the 1900 MHz band,  not the 800
MHz band (which is used by  cellular technology).  PCS transmissions are  not
as  prone to  out-of-cell interference,  which  can occur  with the  existing
cellular telephone frequencies.  The first PCS system began operations in the
Washington, D.C. metropolitan area in the fourth quarter of 1995 and  new PCS
systems continue to commence operations in different markets.

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.  Thirty MHz blocks allow for the PCS
operator to provide  the full range of  services described above to  a larger
number of  subscribers.  Conversely, 10 MHz blocks  allow the PCS operator to
provide  either a smaller range  of services, such  as paging or  E-mail to a
larger number  of subscribers,  or a larger  range of  services to  a smaller
number  of  subscribers.    Subject  to  certain  restrictions  applicable to
Blocks C and F, PCS operators can combine  blocks to provide subscribers with
a broader range of services.

    FCC  Rules now allow companies to hold up  to 45 MHz of cellular, PCS and
other commercial mobile service spectrum in any combination per market.  As a
result, an existing cellular provider may acquire up to two additional 10 MHz
PCS licenses in a market in which it provides cellular services, and a person
holding any Block A or Block B 30 MHz license in a particular market may also
hold  one 10  MHz  license  for the  same  area.   This  rule  is subject  to
reconsideration and review or appeal.  A single  licensee may hold 51 Block A
or B licenses nationally.  Other than the 45 MHz ceiling per market described
above, there are no limitations on the number of Block D and  E licenses that
a  single operator may  hold.   With respect  to Blocks C  and F,  no license
holder  may hold  more than 10%  of the  licenses, or 98  licenses, available
nationwide.

    FCC Rules permitted  any U.S. entity, regardless of size,  to participate
in the Auctions at which  Blocks A, B, D and E licenses were  sold.  Blocks C
and F, however, were set aside  for Entrepreneurs, which are entities meeting
certain  financial and  equity  structure requirements  and that  qualify for
certain benefits under rules, regulations and policies of the FCC and related
statutory provisions.   The General  Partner qualified the Partnership  as an
Entrepreneur, and  the Partnership  was awarded the  Licenses in  the Block C
auction.   Although  the  Partnership  was eligible  to  bid in  the  Block F
auction, the General  Partner  determined  not to do  so because it  believes
that the  Partnership must devote  its efforts  to fully develop  its Block C
Licenses.   In addition,  the General  Partner has  considered the  amount of
capital the Partnership  will need to  develop its Block  C Licenses and  the
availability of additional capital.  

MAJOR TRADING AREA; BASIC TRADING AREA 

    PCS  licenses are  awarded  either on  the basis  of Major  Trading Areas
(each,  a  "MTA") or  Basic  Trading Areas  (each,  a "BTA").    Each  MTA is
comprised of one or more BTAs.   The FCC has divided the entire United States
into 51 MTAs and  493 BTAs.  The MTAs  contain anywhere from one  to 23 BTAs.
Block A and B licenses  were awarded  on the basis  of MTAs.   Block C, D,  E
and F Auctions awarded licenses covering  the entire country on the basis  of
BTAs, including Puerto  Rico, American Samoa, Guam, Northern  Mariana Islands
and the U.S. Virgin Islands.

FCC AUCTIONS

    The FCC began the Auctions in  December 1994.  The first Auction was  for
frequency  Blocks A and B (30 MHz) licenses, and lasted from December 1994 to
March  1995.    This  Auction  was  open   to  all  bidders,  and  the  major
telecommunications companies were the principal participants in this Auction,
which awarded 99 MTA  licenses in Blocks A and B.  The  price paid per person
of  population ("POP")  for a  30 MHz  license ranged  from $1  to $32.   The
average  price was approximately $15.25 per POP.  Total Auction proceeds were
approximately $7.7 billion.

    The  Auction for  Block C (30  MHz)  licenses, in  which the  Partnership
participated, began  on December 18, 1995  and ended  on May 6,  1996.   This
Auction, in which the Block C spectrum was offered  in each  of the 493
BTAs,  was restricted to  companies which qualified as Entrepreneurs, as
described below.  The prices bid per POP ranged approximately from $1.91 to
$101.93.  The average price bid was $52.39 per POP.  Total Auction bids were
approximately $13.25 billion.  These prices will  be discounted,  however, 
because of  bidding  credits and  installment financing options available to
Entrepreneurs, as described below.

    The remaining  Auctions in  which frequency  Blocks D, E  and F  licenses
(all 10 MHz  licenses) were offered on a BTA  basis were completed in January
1997.  In these Auctions, Blocks D and E were open to all bidders and Block F
licenses were restricted to Entrepreneurs.   Total Auction proceeds for these
Auctions were approximately  $2.52 billion.   The FCC  has not yet  published
detailed  per POP  information  on the  results of  these  Auctions, but  the
average price  per  POP is  estimated by  the General  Partner  to have  been
approximately $3.33.

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.
A "Large  Business Entrepreneur" is defined  as an entity that  has aggregate
gross  revenues  for each  of  the  last two  years  between  $75 million and
$125 million.   A  "Business Entrepreneur"  is an  entity that  has aggregate
gross  revenues  for  each of  the  last two  years  between  $75 million and
$40 million.  A "Small Business" is an entity that has less  than $40 million
of  aggregate  annual gross  revenue  averaged  over  the last  three  years.
(Originally  the  FCC  had  defined  four   classes,  but,  as  a  result  of
constitutional challenges to the benefits granted to Minority- or Women-Owned
Businesses, theFCC decidedtogrant thebenefits originallyintended forMinority-
 or Women-Owned Businesses  to all entities that fit the criteria for being a
Small Business.)

    Each  class   of  Entrepreneurs  was   entitled  to   differing  economic
preferences,  which are  summarized in  the table  below.   All Entrepreneurs
qualified  for the  FCC's installment  payment plan  under which  the federal
government  will finance  90%  of the  winning  Auction bid  in  the Block  C
spectrum.    The  terms  of  the  installment  plan  vary  according  to  the
Entrepreneurial class.  A Large Business Entrepreneur can finance the balance
of its  Auction bid in the Block  C Auction at an interest  rate equal to the
10-year treasury  note rate at  the date of  grant of the license  plus 3.5%,
with principal  and interest  amortized over  the  10-year license  term.   A
Business Entrepreneur is  entitled to similar terms  in the Block  C Auction,
except that interest-only  payments are permitted in the first  year and that
the interest rate is the 10-year treasury note rate plus 2.5%.

    Small Businesses are  entitled to  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 are  entitled to a  bidding credit  of 25%.   The
bidding credits operate as follows:  if a qualifying Small Business submits a
winning bid,  the price it  bids for  the license is  reduced by the  bidding
credit, and the  reduced price is then  eligible for the installment  payment
benefits applicable to such Small Business.

     Summary of Economic Preferences for Entrepreneurs in Block C Auction
     --------------------------------------------------------------------

                 Installment          Interest Rate/                  Bidding
                    Plan               Amortization                    Credit
Large Business       Yes      10-year treasury note rate                 n/a
Entrepreneur                  plus 3.5%

                              Principal and interest
                              amortized over the 10-year
                              license term

Business             Yes      10-year treasury note rate                 n/a
Entrepreneur                  plus 2.5%

                              Interest-only payments
                              permitted in the first year and
                              principal and interest amortized
                              over remaining nine years of
                              the license term

Small Businesses     Yes      10-year treasury note rate            25% bidding
                                                                      credit
                              Interest-only payments permitted
                              for the first six years and principal
                              and interest amortized over the 
                              remaining four years of the license term

GENERAL PARTNER STRUCTURE

    As  noted above, as originally promulgated,  in order to be classified as
both a Small Business and a Minority-or Women Owned Business (entitled to the
maximum benefits under the original rules), FCC Rules required minorities and
women  to  exercise control  over  the  Partnership  through an  entity  that
qualified  as a  Small  Business.   Unicom, and  its  successor, the  General
Partner, were created to serve as the entity through which these requirements
could be  met.  The Partnership met  these requirements by placing management
control of the Partnership in the General Partner, restricting ownership of a
majority of its shares of Common Stock (the "Common Stock") to minorities and
women,  and  providing the  General Partner  with  25% of  the equity  of the
Partnership.   Accordingly, the General  Partner manages the  Partnership and
limited  partners only  have certain  limited rights  amounting to  less than
de facto and de jure control.  

PARTICIPATION IN THE AUCTION

    The Partnership  filed with  the FCC  its Short  Form Application  ("Form
175"),  in which the Partnership certified that it:  (i) met all of the FCC's
requirements for PCS license holders, including  specific  legal, 
technical,  financial  and  other  qualification requirements for the
licenses for which it applied, that it was in compliance with certain
foreign ownership requirements, and that it was eligible for the special
benefits and  credits given to a  Small Business and consents  to FCC audits
to  verify such eligibility; (ii) was  the real party  in interest and that
no undisclosed  agreements or understandings provide  that someone other
than the  Partnership will  have an  interest in  the licenses  for which 
it applied;  and  (iii) did not  and would  not  enter into  any  
agreements or understandings  regarding the  amount to  be bid,  bidding
strategies  or the license on which to bid, except with parties identified
in the Form 175.

    The Partnership was required to make  a one-time up-front bidding deposit
to the  FCC equal to  $0.015 per  POP per MHz  for Block C licenses,  for the
largest  combination  of  MHz-POPs  encompassed  by  licenses  on  which  the
Partnership intended to bid.  The Partnership made a deposit of  $50 million,
which entitled it to  bid for 111 million POPs.   This deposit was the  fifth
largest  deposit  received  by  the  FCC  for  the  Block  C  Auction.    The
Partnership's bidding in any single round  was limited by the amount of  this
payment.

    FCC Rules  strictly prohibit collusion among  bidders, and strictly limit
communications among applicants  after the filing of  Form 175 to  the extent
such communications  concern bids,  bidding strategies  and markets on  which
bids will be placed while the auction is in progress.

POST AUCTION PROCEDURES

    Of  the  $50 million  that  the  Partnership   deposited  with  the  FCC,
approximately $34.5 million was credited toward the license down payments for
the  Licenses the Partnership  was awarded.   The  remainder of  the deposit,
approximately  $11,039,602 after deduction  of two bid  withdrawal penalties,
was returned to  the Partnership on January 27,  1997.  On January  27, 1997,
the Partnership paid  a forfeiture of $1,000,000  with respect to  actions of
Anthony T. Easton following an erroneous bid in the Norfolk, Virginia market.
See "The Partnership -- Bidding Error" and "-- Omaha Withdrawal."

    Successful  bidders had  10 business  days after  the  conclusion of  the
Block C Auction to file a long  form application ("Form 600") for the markets
purchased at the  Auction.  The Partnership timely filed its Form 600, and on
July 2, 1996 filed an amendment to the Form 600.  Following the filing of the
original Form 600,  the FCC issued a  public notice which commenced  a period
during  which  any  interested  party  may  file  a  petition  to   deny  the
Partnership's  Form 600.  This period  commenced on May 2,  1996 and ended on
July 1, 1996.   Two parties filed petitions  to deny the award of  any of the
Licenses to  the Partnership.   See "The  Partnership -- Petitions  to Deny."
Additionally, on July 11, 1996,  the FCC issued a public notice  commencing a
second  30-day period  (which  ended  on August 12,  1996)  during which  any
interested party may  file a petition to deny with respect to matters covered
in the  Partnership's  July 2, 1996  amendment  to its  Form  600.   A  third
petition  to deny was  filed during  this second period.   In the  Order, the
three petitions to deny were rejected by the FCC on January 22, 1997, and the
FCC awarded  the Partnership  its Licenses.   Any interested  party, however,
still has  the right  to  file a  motion asking  the  FCC to  reconsider  its
decision, or appeal the FCC's decision to the United States  Court of
Appeals for the District  of Columbia Circuit. On February 21, 1997,  the
SDE Trust filed the  Petition for Reconsideration. See "The  Partnership -- 
Transfer of the  General Partnership  Interest" and "The Partnership --
Petitions to  Deny."  There  is no statute or  regulation prescribing the
time period during which the FCC must act on the Petition for
Reconsideration.  Once the FCC acts on this petition, interested parties
have a 30-day period to  appeal the FCC's decision  to the United States
Court  of Appeals for the District of Columbia.

    Entrepreneurs made an  initial payment within  5 days of  the end of  the
Auction  to increase  their up-front  bidding deposit  to 5% of  the purchase
price, net of bidding credits.  They were required to pay an additional 5% of
the net purchase  price after the  grant of license,  with the remaining  90%
payable  in installments.    If an  Entrepreneur's  initial up-front  bidding
deposit was  in excess of  10% of the  purchase price,  the FCC returned  the
excess.   As the Partnership  was the high  bidder for the 15 Licenses  at an
aggregate net bid price of $344,293,125, the Partnership, which had deposited
$50 million at the commencement of  the auction, received back  approximately
$12.3 million in excess payments from the FCC, after payment of approximately
$4.5 million of  bid withdrawal penalties assessed by  the FCC.  In addition,
the Partnership paid  to the FCC a  forfeiture of $1 million with  respect to
actions subsequent  to the  Bidding Error.   See "The Partnership  -- Bidding
Error" and "-- Omaha Withdrawal."

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.
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.

DEVELOPMENT OF THE LICENSES

    The  Partnership   currently  anticipates  requiring,  for  each  of  the
Licenses it has acquired, 18 months or more to complete the initial build-out
and to begin  offering wireless service in  the Markets.  Development  of the
infrastructure necessary to offer PCS systems is subject to delays and risks,
including those inherent  in the general uncertainty associated  with further
regulatory  review  and appeal  of  the  license  grants,  financing  design,
acquisition, installation  and  construction of  wireless telephone  systems.
The   successful  implementation  of   the  Licenses  also   depends  on  the
Partnership's ability to lease or acquire sites  for the location of its base
station  equipment, which  includes the  negotiation of lease  or acquisition
terms for numerous sites per Market (varying with the size of the Market) and
may require in many instances that the Partnership obtain zoning variances or
other  governmental  or  local  regulatory  approvals  that  are  beyond  the
Partnership's control.   Delays in  the site  acquisition process as  well as
construction delays and  other factors could adversely affect  the timing for
build-out and commercial operation of the Partnership's Licenses.

THE PARTNERSHIP
---------------

THE GENERAL PARTNER 

    Unicom was  incorporated in  Puerto Rico  in March 1993  and the  General
Partner was incorporated  in Puerto Rico in June 1996.  Unicom was structured
to ensure that the Partnership would receive the maximum benefits eligible to
Entrepreneurs.  The  General Partner, as  the successor of  Unicom, was  also
structured to receive the benefits  offered to Small Businesses and Minority-
or Women-Owned Businesses.  (As  noted above, the FCC subsequently determined
to grant to  all Small Businesses the benefits that  Minority- or Women-Owned
Businesses were to receive.)  The Partnership has no employees and is managed
and  controlled by  the  Board of  Directors  and executive  officers of  the
General Partner.  Currently, Fred H. Martinez is the Chairman of the  General
Partner's Board  of Directors which  includes Richard  Reiss, Javier  Lamoso,
Gary H. Arizala, Margaret W.  Minnich, Lawrence Odell, James T.  Perry, Nezam
Tooloee  and Daniel J.  Parks.   Richard  Reiss is  the  President and  Chief
Executive Officer of the General Partner, Javier Lamoso is the Executive Vice
President, John Duffy is the Senior Vice President for External Affairs, Eric
Spackey is the  Vice President, Daniel  J. Parks is  the General Counsel  and
Lawrence Odell is the Secretary.

    From  January 26, 1995  through August 18,  1995, the  Partnership raised
$65,112,500 in its  private placement (the "Private Placement")  of 2604.5 of
its Units.  Consistent with the terms of the Private Placement,  the proceeds
were used as follows:  (i) 80% of the proceeds were used to  bid for and make
down  payments on the PCS licenses the  Partnership acquired, and to develop,
own and  operate these licenses and  (ii) 20% of the proceeds  were allocated
for payment to  Romulus Telecommunications, Inc.,  a Puerto Rico  corporation
("Romulus"), for its services in preparing and filing of the  Application and
assisting  the Partnership  in bidding  under  the Services  Agreement.   See
"Item 13 -- Payments to Romulus."  One-half of such fee ($6,511,250) was non-
refundable and was paid to Romulus prior to the commencement of the Auctions.
The remaining one-half of such fee ($6,511,250) is held in a separate account
controlled by Quentin L. Breen and Anthony T. Easton, and was  intended to be
paid to Romulus  only if the Partnership was successful in acquiring at least
one  PCS license.   The Partnership has  filed suit in  Puerto Rico, however,
attaching the amount  held in  this account until  resolution of the  bidding
error described  below.  Under the  Services Agreement,  had  the Partnership
been  unsuccessful in obtaining  a PCS  license, the  $6,511,250 held  in the
account would   have been returned  to the Partnership.   If the  Partnership
License grants  are reversed on  reconsideration or  appeal, the  Partnership
shall  return  to the  holders  of  Units  (the "Investors")  their  pro-rata
investment (less the fee paid to Romulus and any  other fees and expenses the
Partnership may incur), without interest.

THE PARTNERSHIP'S BUSINESS TO DATE

    The Partnership's operations  to date have focused on raising  capital in
the Private  Placement, preparing for  the Auctions,  bidding in the  Block C
Auction and obtaining the Licenses.  In addition, the Partnership has been
conducting preliminary discussions with telecommunications  equipment
vendors and  strategic service providers.   See "The Partnership's Plan of
Operation" below.

    The Partnership deposited $50 million with  the FCC on November 18,  1995
qualifying it  to bid  on 111 million  POPs.   On January 22,  1997, the  FCC
awarded the Partnership the Licenses; however, the license grants are subject
to reconsideration  by  the FCC  and appeal  to the  United  States Court  of
Appeals for the District of Columbia Circuit.  

    The table  below identifies  each market to  which the Licenses  pertain,
the population, the  Partnership's winning bid and  the net price  payable by
the Partnership per person of population ("Price/POP").

<TABLE>
<CAPTION>
              Market Name                     Population*              Bid**           Price/POP**
----------------------------------            --------------    -------------------    -------------
<S>                                           <C>               <C>                    <C>
San Juan, PR                                       2,170,250    $        84,687,825           $39.02
Mayaguez-Aguadilla, PR                             1,325,600    $        29,400,075           $21.75
Salt Lake City-Ogden, UT                           1,308,040    $        82,293,825           $62.91
Logan, UT                                             79,420    $           276,825           $ 3.49
Provo-Orem, UT                                       269,410    $         6,678,075           $24.79
Reno, NV                                             439,280    $        27,802,575           $63.29
Fresno, CA                                           755,580    $        47,026,575           $62.24
Bakersfield, CA                                      543,480    $        26,941,575           $49.57
Modesto, CA                                          418,980    $        12,320,325           $29.41
Visalia-Porterville, CA                              413,390    $         9,371,325           $22.67
Redding, CA                                          253,260    $         4,500,825           $17.77
Merced, CA                                           192,710    $         3,532,575           $18.33
Eureka, CA                                           142,580    $         1,181,325           $ 8.29
Boise-Nampa, ID                                      416,500    $         7,742,325           $18.59
Lewiston-Moscow, ID                                  110,030    $           537,075           $ 4.88

Totals:                                            8,864,510    $       344,293,125           $38.84

</TABLE>

*   Based on the 1990 census figures used by the FCC.
**  Gives  effect  to the  25% bidding  credit  to which  the  Partnership is
    eligible under FCC rules.

    The  net  cost of  the  Partnership's  Licenses was  $344,293,125.    The
Partnership made  a down  payment of 10%  of the  net cost,  or approximately
$34,429,312,  and owes  the  federal  government approximately  $309,863,813,
which amount is  payable over 10 years,  as follows.  Interest  only payments
are required to be made for the first  six years, at an interest rate of 6.5%
per year.   Interest (at 6.5% a year) and principal  payments are required to
be made during the seventh through the tenth year, when the loan must be paid
off completely.   The Partnership  anticipates that interest payments  on the
cost of  the Licenses will  be approximately   $20.2 million  a year  for the
first six  years and  the entire  $309,863,813 must be  amortized during  the
remaining four years.

    Although the Partnership was awarded these  Licenses, no assurance can be
made that  the Partnership ultimately will retain  these Licenses.  FCC Rules
provide  other parties the opportunity to file petitions to deny the licenses
and three parties filed such petitions with respect to matters covered in the
Partnership's  original  and   amended  Form 600  applications.     See  "The
Partnership -- Petitions to Deny" below.   The persons filing these petitions
to deny had  the right until February 21, 1997, to ask  the FCC to reconsider
its award  of the Licenses  to the Partnership  or file  claim in the  United
States  Court   of  Appeals  for  the  District  of  Columbia  Circuit.    On
February 21,  1997, the  SDE  Trust filed  the  Petition for  Reconsideration
asking  that  the  FCC  reconsider  its  approval  of  the  transfer  of  the
Partnership's general  partnership interest. The Partnership  will vigorously
defend its interests  in these matters.  See "The Partnership -- Petitions to
Deny."

BIDDING ERROR

    On January 23,  1996,  Anthony T.  Easton entered  an  erroneous  bid  on
behalf  of the  Partnership for  the  PCS license  for the  Norfolk, Virginia
market.   Mr. Easton,  in  his  capacity as  bidding  agent and  Director  of
Engineering of Romulus, mistakenly  entered a bid of $180,060,000 when he had
meant to bid  $18,006,000 (the "Bidding Error").  At the time, Mr. Easton was
also the acting chief executive  officer of Unicom and a member of  its Board
of Directors.  Unicom engaged special counsel to investigate and  report (the
"Report") to Unicom the circumstances  surrounding the Bidding Error.  Unicom
also engaged Price Waterhouse LLP to evaluate Romulus' bidding procedures and
recommend steps to ensure that no other errors would occur.

    The Report concluded that a preponderance  of the evidence indicated that
Mr. Easton prepared  and directed submission  of the erroneous bid,  and that
Mr. Easton was most  likely the person who erroneously typed an extra zero on
the erroneous  bid,  causing  the  bid  to be  changed  from  $18,006,000  to
$180,060,000.  In addition, the Report  concluded that a preponderance of the
evidence indicated that  upon learning of the erroneous  bid, Mr. Easton took
affirmative steps  to conceal  his possible responsibility  for the  mistake.
The Report stated that there was no  evidence that any other person knowingly
took affirmative steps to conceal responsibility for the mistake.

    Upon receiving  the Report, the  board of  directors of Unicom  asked for
and  received  Mr. Easton's resignation  from his  positions as  acting chief
executive officer of  Unicom and a member of its board of directors effective
February 19, 1996.   Mr. Breen, who is President  of Romulus and who  was not
directly involved  in  the Bidding  Error, resigned  from his  position as  a
member  of  Unicom's board  of  directors on  April 26,  1996.   In addition,
Unicom's board  of directors  determined to assume  greater control  over the
Partnership's bidding, and  to restrict Romulus' role.  Accordingly, Unicom's
management  oversaw  the  preparation  and   submission  of  all  bids  after
February 19, 1996.

    The  Partnership  withdrew  the erroneous  bid  on  January 24,  1996 and
requested the FCC  to waive or reduce  the amount of any  withdrawal penalty.
Under FCC  Rules, a bidder who withdraws  a high bid during the  course of an
auction is subject to a penalty equal to the difference between the amount of
the withdrawn bid and the amount of  the bid awarded the license.  Since  the
high bid for  the license for  the Norfolk, Virginia market  was $87,569,000,
the Partnership could  have been subject to  a withdrawal penalty as  high as
$92,491,000.  On December 19, 1996, however, the FCC determined to assess the
Partnership  a bid  withdrawal penalty  of $3,273,374.   The  Partnership has
requested further reduction in the amount of this penalty.

    In addition,  in a  Notice of  Apparent Liability  for Forfeiture,  dated
January 22, 1997 (the "Notice"), the FCC proposed forfeiture of $1,000,000 on
the Partnership because of the actions of Mr. Easton.  In the Notice, the FCC
concluded that in  connection with the Bidding Error, although  the error was
inadvertent, Mr. Easton misrepresented facts to the FCC, lacked candor before
the FCC and  otherwise attempted to  mislead it.   The FCC proposed  that the
Partnership  pay  this  forfeiture  because  Mr. Easton  was  an  officer and
director  of  the  Partnership's  former  general partner  at  the  time  the
misrepresentations were made.   The FCC concluded, however,  that because the
Partnership moved  quickly to take  adequate remedial steps to  eliminate any
ownership or management participation by anyone possibly responsible  for the
misrepresentations, the Partnership was not to be disqualified from receiving
its  Licenses.    See  "Transfer  of  General  Partnership  Interest"  below.
Accordingly, the FCC granted the Partnership the 15 Licenses in the Order.

    The Partnership  is seeking  to recover  this penalty  in a  legal action
against Mr. Easton and  Romulus.  Although the Partnership  has determined to
seek a  full reimbursement, through  litigation if necessary, of  any penalty
and all costs related  to it from Romulus, the General Partner  does not have
specific  information on  the financial  condition of  Romulus.   The General
Partner believes, however, that Romulus  could pay at least $6.5 million held
in the account which the Partnership has attached.

    Romulus  does  not  currently  and  will  not  in  the  future  have  any
involvement in the affairs of the General Partner or the Partnership.

TRANSFER OF THE GENERAL PARTNERSHIP INTEREST

    Based upon  the Report and after  discussions and consultations  with FCC
staff, Unicom's board of directors concluded that it was in the best interest
of  the  Partnership and  the  Investors  that  the beneficial  interests  of
Mr. Easton,  or   any  members  of   his  family,  in  Unicom   be  divested.
Mr. Easton's wife, Susan D. Easton, is the beneficiary of the SDE Trust which
owned shares in Unicom.  Since Unicom  and the SDE Trust were unable to  come
to an agreement  on transferring  such shares back  to Unicom  or to a  third
party, Unicom determined  to sell all its assets, which consisted only of its
general partnership  interest in the  Partnership, to SuperTel.   On June 18,
1996, pursuant  to an Asset  Purchase Agreement, dated  as of June 18,  1996,
Unicom sold its  general partnership interest in the  Partnership to SuperTel
for $100,000 by means of a nonrecourse 7% promissory note due in seven years.

    Other than the SDE Trust  and the Breen Family Trust, all stockholders of
Unicom received  the same  amount of  shares of  SuperTel that  each held  in
Unicom.  The SDE Trust and the Breen Family Trust still hold shares in Unicom
and have not received  any consideration for such  shares. The proportion  of
SuperTel shares that  were not issued to the SDE Trust were issued to Richard
Reiss, Chief Executive Officer of  SuperTel, and are subject to an  agreement
that allows  the Partnership to  reacquire them at nominal  consideration for
use as incentive compensation for  current and future management necessary to
build and operate the Licenses or to attract additional investors.  Mr. Breen
is a  beneficiary  of the  Breen Family  Trust, which  was  issued a  warrant
instead of any SuperTel shares.  The warrant provides the Breen  Family Trust
the  right to  purchase, for  nominal consideration,  the same  proportion of
SuperTel shares as it owned in Unicom only if the FCC awards  the Partnership
its Licenses  and if  the FCC  consents to  the acquisition  of the  SuperTel
shares by the Breen  Family Trust.  In addition, Mr. Breen beneficially owned
three Partnership Units,  and the Partnership repurchased these  Units at the
original price paid by Mr. Breen.

    Except  for  Messrs. Easton and  Breen,  the  officers and  directors  of
SuperTel are the same as those of Unicom,  other than Lawrence Odell, who was
elected to the Board of Directors of SuperTel, and Patricia J. Jordan who was
not reelected to  Unicom's board of directors  in the June 1996  stockholders
meeting and who was not elected to the Board of Directors of SuperTel. 

    Susan D.  Easton filed  suit  against the  Partnership  on May 28,  1996,
challenging the transfer of the  general partnership interest, which suit was
later withdrawn  without prejudice.   Mr. Easton  filed an amended  complaint
(the  original complaint  had never  been  served) on  June 18, 1996  seeking
declaratory judgment that he is not responsible and should have  no liability
for the Bidding Error, which suit was dismissed by the court without leave to
amend on  December 24, 1996; on  January 31, 1997, Mr. Easton filed  a motion
for reconsideration which was denied on March 7, 1997.  On  January 27, 1997,
the Trustee of the SDE Trust filed a suit seeking damages for the elimination
of its interest in  the Partnership.  In addition,  the SDE Trust filed  with
the FCC the Petition for Reconsideration. See "Item 3."  The General  Partner
has vigorously defended the interests  of the Partnership in these  cases and
will continue to do so.

PETITIONS TO DENY

    On July 1,  1996, two parties  filed petitions to  deny the award  of any
Licenses to the  Partnership.  Susan D.  Easton, the  beneficiary of the  SDE
Trust, filed a  petition maintaining that the Partnership  should not receive
any  Licenses  because  the  SDE  Trust's interest  in  the  Partnership  was
extinguished as described above.  (Subsequently, the SDE Trust also filed the
petition described below).  In addition, an Investor, WillowRun, L.P.,  filed
a petition  stating that the Partnership  should not receive any  Licenses on
grounds that the General Partner  does not hold a 25% equity interest  in the
Partnership, and that the General Partner was not truthful with the FCC or in
its  disclosures to  the  Investors.   In  the  alternative, WillowRun,  L.P.
requested that the FCC release records  that it collected in connection  with
its  investigation  of the  Bidding  Error,  fully  inform the  Investors  of
developments and extend the comment period for opposition to the award of any
Licenses to the Partnership following release of such information.  The Part-
nership filed  an opposition  statement to these  two petitions  on July  16,
1996.

    In addition, on August 12,  1996, the SDE Trust  filed a new petition  to
deny the  award of any Licenses to the  Partnership.  This petition, like the
one filed by Susan D. Easton, also maintained that the Licenses should not be
granted because of the elimination  of the interest of the SDE Trust  and its
beneficiary, Susan D.  Easton, in the Partnership.   On August 27,  1996, the
Partnership filed its  opposition statement to this petition.   Following the
filing of the Partnership's opposition  statements, the parties who filed the
petitions to deny had an opportunity to file replies, and did so.  

    In  its  Order  issued  on  January 22,  1997,  the  FCC  rejected  these
petitions to deny and  awarded the Partnership the Licenses.  On February 21,
1997, the SDE Trust filed the Petition for Reconsideration requesting the FCC
to  reconsider  the Notice  and  the Order.    See "-- Bidding  Error."   The
Petition for Reconsideration argues that the grounds upon which the FCC based
the  Notice and  the  Order should  be  corrected and  clarified  because, as
written,  the  Notice  and  the  Order  could  be  misinterpreted  to  impute
wrongdoing to the SDE Trust thereby  jeopardizing a lawsuit filed by the  SDE
Trust against  the Partnership,  Unicom, the General  Partner and  certain of
these entities'  officers, directors,  trustees and  attorneys in  California
state court.  See "Item 8."  The Partnership filed a response to the Petition
for  Reconsideration  on  March  6,  1997 and  is  vigorously  defending  its
interests in this  matter.  Although no  assurances can be made,  the General
Partner expects  that the Partnership  will ultimately  retain its  Licenses.
There  is no statute  or regulation prescribing the  time period during which
the FCC must act  on the Petition for Reconsideration.  Once  the FCC acts on
this petition, interested parties may appeal the FCC's decision to the United
States Court of Appeals for the  District of Columbia Circuit within  30 days
of the FCC's decision.

OMAHA WITHDRAWAL

    The Partnership  was subject  to a withdrawal  penalty for its  strategic
withdrawal of  a  bid for  the  PCS license  covering  Omaha, Nebraska.    On
December 19, 1996, the FCC issued the Partnership a penalty of $1,257,711
for the withdrawal.  This  withdrawal was the  result of the Partnership's 
targeting and bidding,  at one point during the Block C auction,  for
certain midwestern markets.   During the  course of the auction, however, 
the Partnership was outbid  in all of its bids  in the midwest except for 
Omaha, Nebraska.   Accordingly, the Partnership  withdrew its bid for  the
Omaha market and  became subject to the  withdrawal penalty. The  bidding 
team decided  it  was  more  desirable  to risk  paying  a  bid withdrawal
penalty  rather than have to spend the $30 million to develop what would
have been a  stand alone market.  The presence of  a stand alone market
without any relationship  to the two clusters the  Partnership acquired
would have  made  financing  it  difficult  and  would  have   taken  too 
much  of management's focus.   The withdrawal penalty  adds 12.6 cents per
POP  to the cost of the Partnership's  8.8 million POP portfolio.

THE PARTNERSHIP'S PLAN OF OPERATION

    The Partnership's  operations to  date have focused  on raising  capital,
preparing for and  bidding in the Auctions, working to retain the Licenses it
has  been awarded, raising  financing and conducting  preliminary discussions
with telecommunications equipment  vendors and  strategic service  providers.
The Partnership has no revenues (other than interest income) and is likely to
incur operating  losses after  commencing commercial  operations, until  such
time,  when  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.   Consequently,  should the  Partnership
ultimately retain the Licenses, the  Partnership will need additional debt or
equity financing to hire and retain qualified key employees,  pay interest on
the  License  debt, develop  and  construct the  infrastructure  necessary to
operate complex wireless telephone systems,  introduce and market a new range
of service offerings on a commercial basis and otherwise operate its licensed
PCS  systems.   The  Partnership  owes the  federal  government approximately
$309,863,813 in  connection with  the acquisition of  the Licenses,  which is
payable over 10 years.  Interest only payments (at a rate of 6.5% a year) are
required for the first six years, and interest (at a rate of 6.5% a year) and
principal payments  are required during  the seventh through the  tenth year,
when the loan must be paid off completely.  The Partnership  anticipates that
interest payments on this amount will be  approximately  $20.2 million a year
for  the first  six years.   In addition,  the Partnership believes  that the
total equipment  costs, including  design and  engineering, will  approximate
some $20 per POP acquired.  The Partnership may also need as  much as $13 per
POP to cover negative  cash flow from initial  operations and other  start-up
costs  before it  becomes profitable.   Accordingly,  as the  Partnership was
awarded Licenses in  15 markets with approximately 8.8 million POPs (based on
1990 population statistics  used by the  FCC), and, therefore,  based on  the
cost estimations,  the Partnership  will need approximately  $290 million  in
additional financing over the next three years.

    The Partnership  plans to be  a leading  provider of  PCS systems in  its
licensed markets.  It  plans to construct its markets as  quickly as possible
to  both fulfill  the FCC build-out  requirements as  well as to  have enough
capacity to handle the  anticipated growth of its customer base.  It plans to
employ  focused  marketing strategies targeted at specific audiences to build
market share.  The Partnership  believes it has acquired markets with  strong
potential for high  growth consisting of  persons with high levels  of income
and education who are  eager to adopt new technologies.   It plans to gain  a
competitive advantage by providing quality service at a competitive price.

    The Partnership  is currently  in various  stages of  discussions with  a
variety of  equipment vendors  to determine the  best selection  of equipment
with the most attractive financing terms.  The Partnership is seeking vendors
that meet the Partnership's goals of prompt construction, system reliability,
pricing and vendor financing.  Presently, the Partnership has entered into an
agreement  with respect  to  the  Puerto Rico  market  with  Ericsson, a  PCS
equipment manufacturer.   The  agreement is binding  only if  the Partnership
obtains the Puerto Rico license and if the Partnership obtains financing that
is mutually acceptable to finance the acquisition and installation of the PCS
equipment.

    The Partnership plans to  begin prompt construction of its PCS  systems. 
The Partnership  is conducting a  series of meetings  with major  Wall Street
investment firms to discuss its long term capital requirements.  Although  no
assurances  can be  made  that  the Partnership  will  be successful,  it  is
anticipated  that  the  Partnership  will complete  a  round  of  third-party
financing in the future. This financing will be used as working capital.  The
Partnership also expects to try to raise  up to approximately $2 million from
its Investors to increase its equity base thereby becoming more attractive to
new investors.

    If the  Partnership is unable  to develop the  Licenses, it can  transfer
them to a third person only with FCC approval.  In addition, within the first
five  years, it  can  only  transfer the  Licenses  to another  Entrepreneur.
Further, such a  transfer could subject the Partnership  to reduced favorable
government financing  and to loss of bidding credits unless, within the first
five years  of receipt  of the  Licenses, the  Partnership transfers them  to
qualified Entrepreneurs,  or unless the  Licenses are transferred  after five
years.   Accordingly, the Partnership does not expect  to transfer any of its
licenses until such time as it is not subject to such a loss.

    The  General  Partner  has  no plans  or  arrangements  to  purchase  the
Partnership's assets.


ITEM 2.  PROPERTIES
------   ----------

    The Partnership  did not own  any property as  of the end of  fiscal year
ended December 31,  1996.  The  Partnership sublets its principal  offices in
California from its General Counsel at no charge.

    The  Partnership is  embarking  on an  aggressive  build-out phase  which
includes  leasing  sites  where  its  telephone  switching  equipment,  relay
stations and other equipment  will be located.  In addition,  the Partnership
anticipates leasing offices in cities where  it has Licenses at such time  as
when necessary  to develop  the Licenses.   The Partnership  also intends  to
establish a  strategically located  principal office from  where it  can best
manage the Licenses.

ITEM 3.  LEGAL PROCEEDINGS
-------  -----------------

    The Partnership is  a party to three  legal proceedings, two demands  for
arbitration and a FCC license proceeding in which three petitions to deny the
award of any of the Licenses to the Partnership were filed, all of which have
arisen in  connection with the Bidding  Error.  In  addition, the Partnership
was a  party  to  two  additional  lawsuits, one  of  which  was  voluntarily
withdrawn and the other was dismissed with prejudice.

    On June 6,  1996, the Partnership filed suit  in San Juan, Superior Court
for  the Commonwealth of Puerto  Rico and attached  the Romulus account which
holds approximately $6.5 million which would  be payable to Romulus under its
agreement  with  the  Partnership.    See "Item 1 --  Bidding  Error."    The
Partnership took steps  to attach the funds to ensure that Romulus funds were
available  to repay  the  Partnership  the amount  of  the Norfolk,  Virginia
withdrawal penalty,  forfeiture and related  expenses totaling  approximately
$5.5 million that the Partnership paid  in connection with the Bidding Error.

    On  July 26,  1996,  Romulus  and Mr. Easton  each  filed  a  demand  for
arbitration with the American Arbitration  Association at its Miami,  Florida
office  seeking to  arbitrate  all  matters relating  to  the Bidding  Error,
including  the attachment  of the  Romulus account.   The General  Partner is
presently determining its response to these demands for arbitration.

    In addition,  certain officers, directors,  employees and  consultants of
the General Partner, as well as persons unrelated to the General  Partner and
the Partnership,  have been sued by  certain limited partners  in the Circuit
Court for the  State of Oregon, Multnomah County.  This lawsuit was commenced
on November 27, 1996, and alleges  certain securities law violations,  common
law fraud  and activities violating Oregon's racketeering  laws in connection
with the Partnership's  initial sale of  Units.  Although the  Partnership is
not  a named  party,  the Partnership  has  agreed to  indemnify  all persons
related to it  in this suit.   The Partnership  believes the suit  is totally
without merit and is vigorously defending this lawsuit.

    On January 27, 1997,  in the  Superior Court of  the State of  California
for the County of  San Mateo, the trustee of the SDE  Trust filed a complaint
for damages of $300 million and  equitable relief against Unicom, the General
Partner, the  Partnership and  certain  officers and  directors, trustees  of
trusts  holding Unicom  shares and  attorneys  for breach  of fiduciary  duty
arising out  of  an alleged  conspiracy among  the defendants  to attempt  to
unlawfully purchase the Unicom shares held by  the SDE Trust for the personal
gain of Unicom shareholders.  The Partnership denies engaging in any unlawful
activity in  purchasing  the Unicom  shares  held by  the  SDE Trust  and  is
currently evaluating its response to this complaint.

    In  addition, the Partnership was subject  to three petitions to deny the
award of any  of the Licenses  to the Partnership.   Although the FCC  denied
these petitions on January 22, 1997, on February 21, 1997 the SDE Trust filed
a petition asking that the FCC reconsider its statements regarding the 
transfer of  the Partnership's  general partnership  interest. See "Item 1
-- Petitions to Deny."

    The General  Partner believes  that an  adverse result  in  any of  these
lawsuits or  the failure to retain  some or all  of the Licenses will  have a
materially adverse  effect on the  financial condition and operations  of the
Partnership.  Although no assurances can be made, the General Partner expects
that the Partnership will ultimately prevail in all of these matters.

    In addition,  Anthony T. Easton  filed a suit  in the Superior  Court for
the  State of  California, County  of San  Mateo, on  June 18, 1996,  seeking
declaratory  judgment that he  is not responsible  or liable  for the Bidding
Error.   As noted  above,  the General  Partner maintains  that Romulus  must
reimburse the  Partnership  for the  penalty,  forfeiture and  related  costs
incurred by the Partnership in connection with  the Bidding Error.  This case
was dismissed without leave to amend  on December 24, 1996 and Mr. Easton has
filed a motion  for reconsideration on January 31,  1997.  On March  7, 1997,
the motion for reconsideration was denied.

    Susan D.  Easton,  beneficiary of  the  SDE  Trust and  wife  of  Anthony
T. Easton,  filed suit in Superior Court for  the State of California, County
of San Mateo,  on May 28, 1996, seeking declaratory judgment  with respect to
the transfer of the general partnership interest to the General Partner.  Ms.
Easton withdrew this suit without prejudice on December 12, 1996.

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

    None.


ITEM 5.  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
-------  --------------------------------------------------------
         EQUITY AND RELATED STOCKHOLDER MATTERS
         --------------------------------------

    Between  September  30,  1996  and  January  27,  1997,  the  Partnership
conducted  a capital call,  in which it  sold to its  existing Investors one-
fifth Units at a  price of $5,000 per  one-fifth Unit.  The  Partnership sold
798.5 one-fifth  Units to its  existing Investors for  an aggregate  price of
$3,992,500.  Five one-fifth Units are the equivalent of one Unit.

    These offerings were  made in reliance upon, among others,  the exemption
from registration pursuant to Section 4(2) of the Securities Act of  1933, as
amended, and Regulation D of the Rules  and Regulations of the Securities and
Exchange Commission for  an offer and sale of securities which do not involve
a public offering.  The sales qualified for an exempt offering under Rule 506
of Regulation D because all of the  Investors, other than one, are Accredited
Investors as defined by Regulation D.

    There is  no trading  market for the  Units, and  it is  unlikely that  a
trading market  will exist at any  time in the  future.  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  March 25,  1997,  only  the   General  Partner  holds  a  general
partnership interest and 1,641 Investors hold an aggregate of 2,761.2 Units
of limited partnership interest.

    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  is filed  as an Exhibit  to this  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.

    The General  Partner  is  entitled  to reimbursement  of  all  reasonable
operating expenses,  plus 10%  of such amount.   See  "Item 13 --  Management
Fee."

ITEM 6.  SELECTED FINANCIAL DATA
-------  -----------------------

SELECTED FINANCIAL DATA  FOR THE YEARS ENDED  DECEMBER 31, 1995 AND  DECEMBER
-----------------------------------------------------------------------------
31, 1996
--------

    The   following  table   summarizes  selected   financial  data   of  the
Partnership from the period from inception (January 24, 1995) to December 31,
1995,  and from January 1,  1996 to December 31,  1996.  The  table should be
read in conjunction with the  more detailed financial statements contained in
Item 14 below.

STATEMENT OF OPERATIONS DATA

<TABLE>
<CAPTION>
                                                              January 24, 1995
                                                            (Date of Inception to
                                                              December 31, 1995     December 31, 1996
                                                                  (audited)             (audited)
                                                            ----------------------  -----------------
<S>                                                         <C>                     <C>
Total Revenues:
    Interest Earnings   . . . . . . . . . . . . . . . . .           $ 1,469,099           $  66,767

Total Expenses:
    Consulting and legal services rendered by related
    parties(1)  . . . . . . . . . . . . . . . . . . . . .             6,756,250             744,862

    Management Fee to General Partner   . . . . . . . . .               513,288             424,334

    Other Legal Fees  . . . . . . . . . . . . . . . . . .               368,704           1,283,356

    Miscellaneous Consulting Services   . . . . . . . . .               325,604             557,353

    Travel  . . . . . . . . . . . . . . . . . . . . . . .               118,850             282,890

    Insurance   . . . . . . . . . . . . . . . . . . . . .                32,000             133,784

    Other Administrative Expenses                                        68,769             183,890

    Omaha Withdrawal Fee  . . . . . . . . . . . . . . . .                                 1,257,771

    Norfolk Bid Withdrawal  . . . . . . . . . . . . . . .                                 3,273,374

    Forfeiture Imposed by FCC for misrepresentations  . .                                 1,000,000
                                                            ----------------------  -----------------
 Subtotal:  . . . . . . . . . . . . . . . . . . . . . . .           $ 8,183,465          $9,141,614

Net Income (Loss) . . . . . . . . . . . . . . . . . . . .           $(6,714,366)        ($9,074,847)

Net Income (Loss) Attributable to General Partner . . . .           $(1,678,592)        ($2,268,712)

Net Income (Loss) Attributable to Unitholders
    ($1,933.49) in 1995 and ($2,609.71) in 1996 per Unit
    respectively)   . . . . . . . . . . . . . . . . . . .           ($5,035,774)        ($6,806,135)

</TABLE>

<TABLE>
<CAPTION>
BALANCE SHEET DATA

                                                              December 31, 1995     December 31, 1996
                                                                  (audited)             (audited)
                                                            ----------------------  -----------------
<S>                                                         <C>                     <C>
Operating Capital . . . . . . . . . . . . . . . . . . . .          $  2,727,541         $ 2,492,851

Prepaid Expenses  . . . . . . . . . . . . . . . . . . . .                96,000             100,538

Deposits  . . . . . . . . . . . . . . . . . . . . . . . .            50,000,000          45,468,855

Restricted Cash(2)  . . . . . . . . . . . . . . . . . . .             6,511,250           6,511,250

Equipment Net . . . . . . . . . . . . . . . . . . . . . .                     0              14,535

Liabilities . . . . . . . . . . . . . . . . . . . . . . .               836,657           2,287,242

Unitholders' Equity (2,604.5 Units in 1995 and 2,719.6
Units in 1996; and 1 general partnership interest)  . . .            58,498,134          52,300,787

Book Value Per Unit . . . . . . . . . . . . . . . . . . .                22,452              19,224
                                                         
</TABLE>
________________________________

(1) Includes  payments  of   $6,511,250  to  Romulus  for   its  services  in
    preparation of the  Application and bidding at Auctions,  see "Item 13 --
    Payments to Romulus," and other consulting fees.

(2) The Partnership has  filed suit attaching this amount.   This amount will
    be released  only if  the Partnership is  successful in retaining  any of
    the Licenses  and after resolution of the  penalties the FCC has assessed
    in  connection with  the  Bidding Error.    If the  Partnership fails  to
    retain  any  of the  Licenses,  these funds  will  be  released into  the
    Partnership's account and  the Investors will be reimbursed up  to 90% of
    their original investment, less expenses.


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  the
General Partner.   The Partnership was organized to acquire,  own and operate
PCS  licenses  in frequency  Blocks C  and F, and  to take  advantage  of the
benefits that  the FCC has  set aside for  Entrepreneurs.   The Partnership's
income to date has consisted only of interest earnings as the Partnership was
awarded  the  Licenses  on  January 27,  1997  and  has  not yet  established
operations

RESULTS OF OPERATIONS - 1996 COMPARED TO 1995

Expenses

    Expenses for the  year ended December 31, 1996 totaled $9,141,614.   This
amount included an accrual for $424,334  of expenses to be reimbursed to  the
General Partner,  including its management fee.   Pursuant to the Partnership
Agreement, originally  the management fee  was 1% of the  Partnership's gross
assets plus reasonable  costs and expenses in managing the  Partnership.  The
General  Partner  then  amended  the  Partnership  Agreement  to  reduce  the
management  fee  to  all  reasonable  costs  and  expenses  in  managing  the
Partnership,  plus 10%  of such amount.   Subsequent  to the issuance  of the
Partnership's  1995 financial statements, the General Partner determined that
the management  fee was  not contingent  upon the  Partnership making  a down
payment to the FCC to purchase a License, but should have been accrued in the
1995 financial statements.  This management fee,  approximately $513,000, was
accrued  in  1995,  and  the  Partnership's  1995  financial  statements were
restated to  reflect this accrual.   As a  result, in 1995  the Partnership's
loss increased by $513,000.

    General  and administrative  expenses for  the period  ended December 31,
1995 were $8,183,465,  which included amounts paid to  Romulus under Services
Agreement and  the expenses and  the management fee  of the General  Partner.
Expenses for the year ended on December 31, 1996 are higher than the expenses
for the  same period  of 1995 because  the 1996  expenses includes  the Omaha
withdrawal fee of  $1,257,771, the Norfolk bid withdrawal  fee of $3,273,374,
the $1,000,000  forfeiture imposed by  the FCC,  and related  legal fees  and
certain consulting  expenses amounting to  $1,373,547 which were  incurred in
connection with the result of the Bidding  Error.  The Partnership is seeking
to  recover the costs, penalties and fines  associated with the Bidding Error
from  Romulus and  Mr. Easton,  and has  attached $6,511,250 of restricted 
cash held in the account controlled by  Romulus.   Although  no  assurances 
can  be made,  the  General Partner believes it will prevail in collecting
these amounts.

Liquidity and Capital Resources

    As  of   December 31,   1996,  the   Partnership   had  assets   totaling
$54,588,029,  consisting  of   $2,492,851  in  cash  and   cash  equivalents,
$45,468,855  ($50 million less  bid withdrawal penalty)  on deposit  with the
FCC, $6,511,250 in restricted cash,  $100,538 in prepaid expenses, $14,535 in
equipment and  current liabilities of  $2,287,242.  As of  December 31, 1995,
the Partnership had assets totaling $59,334,791,  consisting of $2,727,541 in
cash and cash  equivalents, $50 million on deposit with the FCC, other assets
of  $96,000,  $6,511,250  in  restricted  cash  and  current  liabilities  of
$836,657.  The  Partnership assets decreased during 1996  because of expenses
associated with  securing the  Licenses and a  forfeiture and  bid withdrawal
penalty  associated with  the Bidding  Error.   During 1995,  the Partnership
assets increased as the result of the  Private Placement begun in 1995, which
ended during the fourth quarter of 1995.

    As of December 31, 1996  the Partnership raised $2,952,500 of  additional
capital from  a capital call  that began on  September 30, 1996 and  ended on
January 22, 1997.  The total amount  raised  in  this  capital call  was 
$3,992,500.    Three  Units were repurchased during  the  second quarter 
1996  from Mr. Breen  following  the Bidding Error.

    The Partnership  expects to try to  raise up to an  additional $2 million
from its Investors in another capital call.   In addition, the Partnership is
continuing  to  seek  additional  capital  for  purposes  of  developing  the
Licenses.  The  Partnership's efforts to raise additional  capital to develop
Licenses  is  dependent upon  whether  the  Partnership  retains any  of  the
Licenses.   Failure to retain its  Licenses or the failure to  prevail in the
litigation to which  the Partnership is subject will have  a material adverse
impact on the  Partnership's business and operations.   Although no assurance
can be made, the Partnership expects to raise the additional amounts it needs
to develop the Licenses  it retains.  The Partnership  currently estimates it
will need to  raise approximately $290 million  over the next three  years to
develop all of the Licenses.   In addition, the Partnership owes the  federal
government approximately $309,863,813  in connection with the  acquisition of
the Licenses.  Although no assurances can be made, the Partnership expects to
prevail in the litigation in which it is a party.  See "Item 3."


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
-------  --------------------------------------------

Report of Independent Accountants
Statements of Assets, Liabilities and Partners' Capital for fiscal 
  years ended December 31, 1995 and December 31, 1996
Statement of Revenues and Expenses for fiscal years ended
  December 31, 1995 and December 31, 1996
Statement of Cash Flow for fiscal years ended December 31, 1995
  and December 31, 1996
Statement of Changes in Partners' Capital Accounts for fiscal years
  ended December 31, 1996
Notes to Financial Statements


                           PCS 2000, L.P.
                           --------------

                 (a development stage enterprise)

                  REPORT AND FINANCIAL STATEMENTS
                  -------------------------------

                     DECEMBER 31, 1996 AND 1995
                     --------------------------

	          REPORT OF INDEPENDENT ACCOUNTANTS
                  ---------------------------------


To the Partners of PCS 2000, L.P.

In our opinion, the accompanying statement of assets, liabilities and
partners' capital, and the related statements of revenues and expenses, of
cash flows and of changes in partners'capital accounts, after the
restatement described in Note 7, present fairly, in all material respects,
the financial position of PCS 2000, L.P. (the Partnership), a development
stage enterprise, at December 31, 1996 and 1995 and the results of its
operations and its cash flows for the year ended December 31, 1996 and for
the periods from inception (January 24, 1995) through December 31, 1995 and
December 31, 1996, in conformity with generally accepted accounting
principles.  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 generally accepted auditing standards
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 the opinion expressed
above.  
 

PRICE WATERHOUSE
San Juan, Puerto Rico
February 7, 1997


                              PCS 2000, L.P.
                              --------------

                      (a development stage enterprise)
                      --------------------------------

                    STATEMENT OF ASSETS, LIABILITIES AND
                    ------------------------------------

                            PARTNERS' CAPITAL
                            -----------------

                                                         December 31,
                                                         ------------
                                                      1996           1995
                                                      ----           ----
                                   ASSETS
                                   ------
Current assets:
  Cash and cash equivalents                        $ 2,492,851    $ 2,727,541
  Prepaid expenses                                     100,538         96,000
  Other current assets - deposits                   45,468,855
                                                   -----------    -----------

       Total current assets                         48,062,244      2,823,541

Restricted cash - escrow account                     6,511,250      6,511,250
Deposits                                                           50,000,000
Other assets                                            14,535
                                                   -----------    -----------

                                                   $54,588,029    $59,334,791
                                                   ===========    ===========

                        LIABILITIES AND PARTNERS' CAPITAL
                        ---------------------------------

Current liabilities:
  Bank overdraft                                                  $    46,173
  Payable to FCC                                    $1,000,000
  Accounts payable and accrued liabilities             204,927        130,634
  Accounts payable for legal fees                      440,847
  Accounts payable to related parties                  641,468        659,850
                                                   -----------    -----------
          Total current liabilities                  2,287,242        836,657

Contingency (Note 10)

Partners' capital:
  Limited partners' capital (2,719.6 units issued
  and outstanding in 1996 and 2,604.5 in 1995)	    67,990,000     65,112,500
  General partner's capital                            100,000        100,000
  Undistributed losses accumulated during
   development stage                               (15,789,213)    (6,714,366)
                                                   -----------    -----------

        Total partners' capital                     52,300,787     58,498,134
                                                   -----------    -----------

        Total liabilities and partners' capital    $54,588,029	  $59,334,791
                                                   ===========    ===========

	The accompanying notes are an integral part of this statement.


                                 PCS 2000, L.P.
                                 --------------

                       (a development stage enterprise)

                      STATEMENT OF REVENUES AND EXPENSES
                      ----------------------------------


                                          January 24, 1995  January 24, 1995
                          Year ended       (inception) to    (inception) to
                      December 31, 1996  December 31, 1995  December 31, 1996
                      -----------------  -----------------  -----------------

Revenues:
  Interest income        $    66,767         $1,469,099         $1,535,866
                      -----------------  -----------------  -----------------

Expenses:
  Consulting and
  legal services
  rendered by
  related parties            744,862          6,756,250          7,501,112
  Management fee
  to General Partner         424,334            513,288            937,622
  Other legal fees         1,283,356            368,704          1,652,060
  Miscellaneous
  consulting services        557,353            325,604            882,957
  Travel                     282,890            118,850            401,740
  Insurance                  133,784             32,000            165,784
  Other administrative
  expenses                   183,890             68,769            252,659
  Bid withdrawal penalty
  (Omaha, Nebraska)        1,257,771                             1,257,771
  Bid withdrawal penalty
  (Norfolk, Virginia)      3,273,374                             3,273,374
  Forfeiture imposed
  by FCC                   1,000,000                             1,000,000
                      -----------------  -----------------  -----------------

                           9,141,614          8,183,465         17,325,079
                      -----------------  -----------------  -----------------

Net loss                  $9,074,847         $6,714,366        $15,789,213
                      =================  =================  =================

Net loss attributable
 to general partner      $ 2,268,712        $ 1,678,592
                      =================  =================

Net loss attributable
 to limited partners
 ($2,609.71 and
 $1,933.49 per limited
 partnership unit in
 1996 and 1995,
 respectively)           $ 6,806,135        $ 5,035,774
                      =================  =================


	The accompanying notes are an integral part of this statement.


                                PCS 2000, L.P.
                                --------------

                      (a development stage enterprise)

                           STATEMENT OF CASH FLOWS
                           -----------------------

<TABLE>
<CAPTION>
                                                                  January 24, 1995      January 24, 1995
                                                Year ended           (inception) to      (inception) to
                                             December 31, 1996    December 31, 1995     December 31, 1996
                                             -----------------    -----------------     -----------------
<S>                                          <C>                  <C>                   <C>
Cash flows from operating activities -
 Net loss                                       ($9,074,847)        ($ 6,714,366)          ($15,789,213)

Adjustments to reconcile net loss for the
 period to net cash used by operating
 activities:
  Increase in prepaid expenses                       (4,538)             (96,000)              (100,538)
  (Decrease) increase in bank overdraft             (46,173)              46,173
  Increase in payable to FCC                      1,000,000                                   1,000,000
  Increase in accounts payable and accrued
   liabilities                                       74,293              130,634                204,927
  Increase in accounts payable for legal fees       440,847                                     440,847
  (Decrease) increase in accounts payable to
   related parties                                  (18,382)             659,850                641,468
                                             -----------------    -----------------     -----------------
      Total adjustments                           1,446,047              740,657              2,186,704
                                             -----------------    -----------------     -----------------
      Net cash used by operating activities      (7,628,800)          (5,973,709)           (13,602,509)
                                             -----------------    -----------------     -----------------

Cash provided (used) by flows investing
 activities:
  FCC auction deposit                                                (50,000,000)           (50,000,000)
  Bid withdrawal payment                          4,531,145                                   4,531,145
  Other assets                                      (14,535)                                    (14,535)
                                             -----------------    -----------------     -----------------
       Net cash provided (used) by
        investing activities                      4,516,610          (50,000,000)           (45,483,390)
                                             -----------------    -----------------     -----------------
Cash flows from financing activities:
  Capital investment by partners                  2,952,500           65,212,500             68,165,000
  Capital repurchased from partner                  (75,000)                                    (75,000)
  Restricted cash                                                     (6,511,250)            (6,511,250)
                                             -----------------    -----------------     -----------------
       Net cash provided from financing
        activities                                2,877,500           58,701,250             61,578,750
                                             -----------------    -----------------     -----------------
Net (decrease) increase in cash                    (234,690)           2,727,541              2,492,851
Cash and cash equivalent at beginning
 of period                                        2,727,541
                                             -----------------    -----------------     -----------------
Cash and cash equivalents at end
 of period                                       $2,492,851          $ 2,727,541            $ 2,492,851
                                             =================    =================     =================

</TABLE>	

      The accompanying notes are an integral part of this statement.


                                  PCS 2000, L.P.
                                  --------------

                         (a development stage enterprise)

                STATEMENT OF CHANGES IN PARTNERS' CAPITAL ACCOUNTS
                --------------------------------------------------

<TABLE>
<CAPTION>
                                          Limited Partners               General
                                    Units                 Amount         Partner          Total
                                -------------          -------------   ------------   ------------
<S>                             <C>                    <C>             <C>            <C>

Capital invested                   2,604.5               $65,112,500     $  100,000    $65,212,500
Share of undistributed losses                             (5,035,774)    (1,678,592)    (6,714,366)
                                -------------          -------------   ------------   ------------
			
Balance (deficit) at
 December 31, 1995                 2,604.5                60,076,726     (1,578,592)    58,498,134
			
Repurchase of limited partners
 units                                (3.0)                  (75,000)                      (75,000)
Capital invested in 1996             118.1                 2,952,500                     2,952,500
Share of undistributed losses                             (6,806,135)    (2,268,712)    (9,074,847)
                                -------------          -------------   ------------   ------------

Balance (deficit) at
 December 31, 1996                 2,719.6               $56,148,091    ($3,847,304)   $52,300,787
                                =============          =============   ============   ============
</TABLE>

	The accompanying notes are an integral part of this statement.



                                PCS 2000, L.P.
                                --------------

                      (a development stage enterprise)

                        NOTES TO FINANCIAL STATEMENTS
                        -----------------------------


NOTE 1 - REPORTING ENTITY AND SUMMARY OF
----------------------------------------
         SIGNIFICANT ACCOUNTING POLICIES:
         -------------------------------

PCS 2000, L.P. (the Partnership), a development stage enterprise, 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, a new telecommunications technology.  The Partnership will terminate on
December 31, 2005, or earlier upon the occurrence of certain specified
events as detailed in the Partnership Agreement.  The Partnership has not
yet generated revenues from commercial operations.

In 1996, the Partnership's former  general partner, Unicom Corporation, sold
its interest in the Partnership to SuperTel Communications Corp.
(SuperTel), a Puerto Rico corporation (the "General Partner").  The General
Partner's total share of the income and losses of the Partnership is 25% as
per the Partnership's Agreement.  Approximately 1,600 limited partners also
invested in the Partnership through a private placement.

Use of estimates in preparation of financial statements
-------------------------------------------------------

The preparation of financial statements in conformity with generally
accepted accounting principles 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 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.

PCS Licenses
------------

Upon the acquisition of the licenses, the Partnership will record them at cost,
to be amortized over the estimated life of the licenses (forty years) once the
PCS network is ready for its intended use.  The Partnership will capitalize the
interest related to debt pertaining to the PCS licenses during the construction
period.  

NOTE 2  - FINANCING REQUIREMENTS:
--------------------------------

The Partnership has no revenues (other than interest income) and is likely to
incur operating losses after commencing commercial operations 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.  Consequently, following the grant of the licenses, the
Partnership will need additional debt or equity financing to develop and
construct the infrastructure necessary to operate wireless telephone systems,
introduce and market a new range of service offerings on a commercial basis and
otherwise operate its licensed PCS systems.  

The Partnership is currently in various stages of discussions with a variety of
equipment vendors to determine the selection of equipment with the best
financing terms.  

The Partnership plans to begin construction of its system as soon as it
receives the licenses from the FCC and is currently evaluating several
options to satisfy its financing needs.

NOTE 3 - 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
Partnership's request for waiver of the related bid withdrawal payment for
the license applicable to Round 11 of the Broad Band PCS C Block 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 C block 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 Commission by its bidding agent.
This amount has been recorded as of December 31, 1996 and is reflected as a
liability in the accompanying balance sheet. 

The Partnership and its General Partner have filed several actions in court to
recover the FCC assessments made in connection with the bidding error as well
as other related expenses incurred (See Note 10).  One of the actions filed
resulted in the attachment 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.

It is management's intention to pursue vigorously the recovery of the FCC
assessments from Romulus.  Management believes it will prevail in collecting
from the restricted cash all the assessments made by the FCC in connection
with the bidding error and other related expenses.  

NOTE 4 - RESTRICTED CASH:
------------------------

As of December 31, 1996, restricted cash amounting to $6,511,250 is held in
trust by Romulus and is restricted for payment of all services related to the
auction process.  The amount is payable only if the Partnership obtains at
least one PCS license.  However, the Partnership has obtained a Court Order
attaching this amount as a result of a lawsuit more fully explained in Note 10.

NOTE 5 - AUCTION DEPOSITS:
-------------------------

This account represents the deposits placed with the FCC to participate in the
auctions for the licenses mentioned above.  This deposit will be partly used
for the downpayment of the licenses to be acquired.  

NOTE 6 - PARTNERS' CAPITAL:
--------------------------

At December 31, 1995, the limited partners' capital was composed of 2,6041/2
units distributed among approximately 1,600 limited partners.  In 1996, the
Partnership repurchased 3 units from a limited partner and sold to its limited
partners 590.5 one-fifth units.  As a result the limited partners'capital at
December 31, 1996 consists of 2,601.5 units and 590.5 one-fifth units.

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.

NOTE 7 - RELATED PARTY TRANSACTIONS:
-----------------------------------

In 1996, the Partnership incurred legal and consulting expenses paid to limited
partners and members of the Board of Directors amounting to approximately
$745,000 (1995 - $245,000).

Additionally, the application, preparation and auction bidding services were
performed by a related party for which a fee of $6,511,250 was paid during
1995.  An additional $6,511,250 remains as a contingent fee payable upon
acquisition of at least one PCS license.

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 $424,000
in 1996 for these services.  

Subsequent to the issuance of the Partnership's 1995 financial statements,
management became aware that the management fee was not contingent upon
obtaining a PCS license as originally interpreted.  As a result, the
Partnership has recognized a management fee of approximately $513,000 in 1995
in the accompanying financial statements which increased the previously
reported net loss by the same amount.  Of this amount $128,250 and $384,750
were attributed to the General Partner and the limited partners, respectively.

NOTE 8 - LICENSES:
-----------------

On January 22, 1997, the Partnership was granted the Broad Band PCS C block
licenses.  This resulted in recognizing the cost of the licenses of
$344,293,125 and the related liability of $309,863,813.  The down payment, or
10% of the bid amount, was deducted by the FCC from the deposit held.

The unaudited pro forma condensed balance sheet of the Partnership as of
December 31, 1996 after giving effect to certain pro forma adjustments
resulting from obtaining the licenses is as follows:

     Assets:
     ------
        Cash                                      $ 13,532,394
        Prepaid expenses                               100,538
        Restricted cash                              6,511,250
        Property and equipment                          14,536
        PCS licenses                               344,293,125
                                                  ------------
   
                                                  $364,451,843
                                                  ============

     Liabilities and partners'capital:
     --------------------------------
        Accounts payable and accrued liabilities  $  2,287,241
        Loan payable                               309,863,813
        Capital                                     52,300,789
                                                  ------------
                                                  $364,451,843 
                                                  ============

As a result of obtaining the licenses, the Partnership is liable for services
provided by Romulus as discussed in Note 4.  However, management is vigorously
challenging in court the payment of such fees (See Notes 3 and 10).  

NOTE 9 - 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.

Taxable income to the General and Limited Partners differs from that reported
in the statement of revenues and expenses mainly due to different treatment of
operational expenses incurred in 1996 and 1995 for tax and book purposes.
Since the partnership has not been assigned any PCS licenses yet, all operating
expenses were deferred for tax purposes creating a temporary difference for the
partners.  

These expenses will be amortized over a period not exceeding 10 years.  The
taxable income for the partners is determined as follows:

                                         1996                1995
                                     ------------        --------------

        Net loss per books           ($9,074,846)         ($6,714,366)
        Add - Operating expenses
        deferred until a PCS
        license is assigned
        to the Partnership             9,141,613            8,183,465
                                     ------------        --------------
        Taxable income                $   66,767           $1,469,099
                                     ============        ==============

There are no other significant differences between taxable income for the
partners and the net loss reported in the statement of revenues and expenses.

NOTE 10 - CONTINGENCY:
---------------------

In 1996, the Partnership's bidding agent, Romulus, submitted an erroneous bid
for one of the PCS licenses being auctioned (Norfolk, Virginia).  The
Partnership withdrew the bid immediately and the General Partner filed a
petition for a waiver of the penalty or, in the alternative, a substantial
reduction in the penalty amount. 

On December 20, 1996, the FCC resolved the Partnership's request and assessed
a bid withdrawal payment of $3,273,000 for the Norfolk, Virginia market.  Also,
on January 22, 1997 the FCC issued a Notice of Apparent Liability and Forfeiture
and found the Partnership liable for $1,000,000 for misrepresentations made by
its bidding agent. 

As a result of the penalty and assessment imposed by the FCC, the Partnership
and its General Partner filed, on June 6, 1996, an action for damages against
Romulus (bidding agent) and one of its directors, wherein they seek
reimbursement for the defendants' gross negligence and subsequent fraudulent
acts in covering up an error in bidding in the January 23, 1996 FCC auction for
certain telecommunication markets.  In connection with this case, the
Partnership has attached the $6.5 million deposited in the name of  Romulus
with a local bank and posted a $25,000 bond pursuant to such order.  Romulus
and its director have both filed separate requests for arbitration.  The
Partnership has filed for dismissal of these proceedings.  Management is
pursuing this matter vigorously and is confident that its position will
prevail.  

On June 28, 1996 Romulus's director filed a declaratory relief action against
the Partnership's general partner in regard to the respective rights and
duties revolving around the erroneous bid submitted on behalf of the 
Partnership to the FCC in connection with PCS licenses.  

In November 1996, certain limited partners of the Partnership filed a suit in
the Circuit Court of the State of Oregon against the Company and certain of its
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.  The case is in the early stage, however, the Company is
defending this matter vigorously.

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

    None.


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS
--------  --------------------------------

    The Partnership has  no employees, directors or executive officers.   The
Partnership is managed by the General Partner, whose directors and executives
officers are listed below.

Fred H.  Martinez, Director  and  Chairman  of the  Board,  age 51, has  been
chairman of the board of trustees of the University of Puerto  Rico from 1993
to the present.  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).

Richard  Reiss, Director, President,  Chief Executive Officer  and Treasurer,
age 50, has been  president of his own  business consulting firm  since 1979,
specializing  in  financial  and  management  matters.    Mr. Reiss  has long
experience in  developing, structuring and managing corporate equity and debt
placements, and in  the overseeing and management  of substantial businesses.
Formerly Mr. Reiss was chief financial officer and chief operating officer of
Bacardi Corporation.  He has been a member of the Board of Directors of Banco
Santander, Puerto Rico for 16 years.  Since February 1996, Mr. Reiss has been
a member of the  Board of Directors of  Pepsi Cola Puerto Rico Bottling  Co.,
Inc.    Mr. Reiss  is  a  member  of  the  Board  of  Directors  of  NovaComm
Corporation,  a   manufacturer  of   access  control   units  for   financial
institutions,  and  was its  President from  1995  to 1996.   Mr. Reiss  is a
certified public accountant and graduated magna cum laude from the University
of Puerto Rico with B.B.A. in business administration.

Javier O.  Lamoso, Director  and  Executive Vice  President, age 32,  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 recently,  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  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 58,  is  an  entrepreneur  and  successful
businessman.  Mr. Arizala has  extensive 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 ser-
vices to 400 to 500 families annually through five child care centers located
on Oahu,  Hawaii, and employs  approximately 90 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 organizations.  He is on the Guardian Advisory  Council of
the National  Federation of Independent  Businesses, 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  42, has held management  and supervisory
positions in finance  and accounting over a 10-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
seven  years.   From 1992  to  the present,  she  has served  as director  of
finance/controller  of The California Wellness Foundation, and is responsible
for   all  financial  reporting,  accounting,  budgeting  and  tax  functions
including  investment  performance  and asset  allocation  review  of a  $450
million investment  portfolio, and  managing cash flow  for an  annual budget
exceeding $40 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 Wealden Company.  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 47, 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 publi-
cation 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).

Daniel J.  Parks, Director and  General Counsel, age 52,  is a  lawyer with a
private practice located in Sonoma, California.  Mr. Parks graduated from the
University of Hawaii with a  B.S. in Geology in  1969 and received his  Juris
Doctor degree from Hastings  College of Law in 1972.  For  the past 10 years,
Mr. Parks has specialized in the  tax, corporate and transactional aspects of
the representation of entities holding and operating FCC licenses.  Mr. Parks
is also  the proprietor of  Parks Vineyards which  owns premium  vineyards in
Sonoma and Napa counties.

James  T.  Perry,  Director,  age   64,  is  a  successful  entrepreneur  and
businessman with substantial  experience in the real estate  and retail foods
industries.   From  1987 to  the  present, he  has  been general  partner  of
Telenode Rincon,  the original owner and developer  of the RSA cellular tele-
phone   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.

Nezam Tooloee, Nominee for Director  and Consultant, age 38, was nominated as
a director of  the General Partner  on February 19,  1997; his nomination  is
subject to shareholder  approval.  Mr. Tooloee  is a consultant to  the Chief
Executive Officer and  will act  as chief  executive officer  of the  western
region  of  the  United  States,  in  which  the  Partnership  has  Licenses.
Mr. Tooloee  most recently  was  vice  president  and  corporate  development
officer of  U.S.  AirWaves Inc.,  a  bidder in  the  PCS auctions  until  its
withdrawal.   Previously,  he was  a senior  vice president  of International
Wireless Communications,  in which  position he was  responsible for  its PCS
business.    Through  his  work  in international  markets,  Mr.  Tooloee  is
experienced  in  wireless  operations,  license  and  frequency  acquisition,
strategy  formulation,  supply contracts  negotiation,  vendor financing  and
economic  analysis.   Formerly, he  was  a principal  at Strategic  Decisions
Group, specializing in  management and strategic  consulting for major  high-
technology corporations.   Mr. Tooloee has nearly  10 years of experience  in
creating and managing strategic alliances, partnerships and joint ventures.

John  Duffy, Senior  Vice President  of  External Affairs,  age 47, has  been
associated  with the  Partnership's general  partner  since September,  1994.
Mr. Duffy  is responsible for  the Partnership's capital  raising activities.
He was the principal in his  own consulting firm from 1990 until  joining the
General Partner.   He worked with a  variety of start-up companies developing
business plans, market  strategies and raising investment capital  and was at
various  times a  client service  representative of  Romulus.  Prior  to that
time,  he  was  employed  with   Drexel  Burnham  Lambert,  an  international
securities  firm  from 1981  to  1989, where  he  held the  position  of vice
president.   Prior to Drexel, Mr. Duffy  was an associate vice president with
Dean Witter Reynolds from 1979 to 1981.

Eric Spackey,  Vice President,  age 34, was appointed  vice president  of the
General  Partner  in  January  1996.   Mr. Spackey  is  responsible  for  the
development and  the day to day operations of the  Puerto Rico market.  Prior
to  joining  the  General  Partner,  Mr. Spackey  served  as  an  independent
consultant  providing  strategic   planning  and   business  development   to
telecommunication, finance, and health care organizations throughout Northern
California.  During this same period, he  served on the board of directors of
Health  Business Development.   Previously,  he  was affiliated  with General
Cellular Corporation from 1990 to 1993, where he was most recently manager of
financial planning.  Mr. Spackey graduated  from the University of California
at Berkeley in 1986.

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 1996,
except that each of Messrs. Reiss, Arizala, Perry and Duffy and the Martinez 
Odell and Calabria Pension Fund filed a late report on Form 4 reporting one 
transaction.


ITEM 11.  EXECUTIVE COMPENSATION
--------  ----------------------

    The  Partnership  has  no  employees.   It  is  managed  by  the  General
Partner's Board of  Directors and employees.  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 and  the other
most highly compensated  executive officers who earned more  than $100,000 in
1996. It also includes information  regarding Anthony T. Easton, who acted as
Unicom's chief executive officer until  his resignation on February 19, 1996.
Mr. Easton did  not receive a salary from the  Partnership or Unicom in 1995.
Richard  Reiss was  appointed  Unicom's  chief  executive  officer  effective
February 19, 1996, and is the Chief Executive Officer of the General Partner.


                          SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                             Long-Term
                                                                            Compensation
                                      Annual Compensation                      Awards
                       ------------------------------------------------   ---------------
                                                                             Securities     ALL OTHER
   Name & Principal    Fiscal                            Other Annual        Underlying      COMPEN-
       Position         Year     Salary($)    Bonus($)  Compensation($)    Options/SAR's    SATION($)
--------------------------------------------------------------------------------------------------------
<S>                   <C>        <C>          <C>       <C>                 <C>              <C>
Richard Reiss,          1996     $289,000         $0        $25,000(1)           0               $0
  President, Chief      1995                      $0             $0              0               $0
  Executive Officer,
  and Treasurer

Anthony T. Easton       1995           $0         $0             $0              0               $0
  Former Acting Chief                                                            0
  Executive Officer

Javier Lamoso           1996     $125,000    $41,250        $25,000(1)           0               $0
  Executive Vice        1995           $0         $0             $0              0               $0
  President

John Duffy              1996     $125,000   $111,250             $0              0               $0
  Senior Vice           1995           $0         $0             $0              0               $0
  President
  External Affairs

Eric Spackey            1996     $125,000    $31,250             $0              0               $0
  Vice President        1995           $0        $0              $0              0               $0
  
</TABLE>
__________________________

(1)  Consists of director's fee in the amount of $25,000 per year.

    In 1996,  the General Partner  engaged a compensation  consulting company
to  assist  it   in  determining   the  appropriate   levels  for   executive
compensation.   Other than with respect  to the Chief Executive  Officer, the
General Partner's Board of Directors determined to pay  each of the executive
officers the salary recommended by  the compensation consulting company.  The
Board of Directors determined that the Chief Executive Officer should receive
a higher salary than that recommended by the compensation consultants.

    In  1996, each of  the executive  officers agreed to  defer 60%  of their
salary  listed in the Summary Compensation  Table.  The deferred amounts were
to be paid only if  the Partnership was granted its Licenses.   Subsequent to
the FCC's  grant  of the  Licenses, the  Board of  Directors  of the  General
Partner  determined to  award each  of  the executive  officers the  deferred
amounts, along  with the  bonuses listed in  the Summary  Compensation Table.
The  General Counsel of  the General  Partner   presently receives  an annual
salary of $75,000,  is eligible for an  annual bonus of $20,000  and receives
director's fees of $25,000.  For 1996, the General Counsel earned $76,250 .

    On March 19,  1997, the General Partner determined that  future executive
compensation should be established by a  committee of non-employee directors.
Accordingly, the Board of Directors established a Compensation Committee
that consists of Mr. Martinez, Ms. Minnich and Mr. Perry.

    Directors receive an annual fee of $25,000 each, other  than the Chairman
of the Board,  Mr. Martinez, who received an  annual fee of $50,000  for 1996
(and will receive a  fee of $100,000 for  1997) , Mr. Odell, who  receives an
annual fee of $35,000 and Mr. Tooloee, who will not receive a fee.  Directors
are reimbursed for their reasonable expenses in attending board meetings.

Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------

    The entire  Board of Directors, including  the following officers  of the
General   Partner   participated   in   deliberations   regarding   executive
compensation during fiscal year 1996:  Richard Reiss, Daniel Parks and Javier
Lamoso.

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
Puerto Rican individuals and Puerto Rico trusts.  

    The following  table sets forth, as  of March 25, 1997,  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 OWNERSHIP

Fred H. Martinez(1)                    1.2                        *
Richard Reiss(2)                       1.2                        *
Javier O. Lamoso(3)                    0                          *
Gary H. Arizala(4)                     2.4                        *
Margaret W. Minnich(5)                 0                          *
Daniel J. Parks(6)                     4                          *
James T. Perry(7)                      2.4                        *
Nezam Tooloee(8)                       0                          *
John Duffy(9)                          1.2                        *
Lawrence Odell(10)                     1                          *
Eric Spackey(11)                       0                          *
All executive officers 
 and directors of the
 General Partner as a group
 (11 persons)                         12.4                        *
_____________________

    * Less than 1.0%. 

(1)  Mr. Martinez  is  Chairman of  the  Board of Directors  of  the  General
     Partner.   Mr. Martinez and  Mr. Odell are Trustees of Martinez  Odell &
     Calabria Pension Fund, which owns the Unit reflected in the table.
(2)  Mr. Reiss  is  President, Chief  Executive Officer and Treasurer  of the
     General Partner and a member of the Board of Directors.
(3)  Mr. Lamoso  is Executive  Vice President  of the General  Partner and  a
     member of the Board of Directors.
(4)  Mr. Arizala is a Director.
(5)  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 4.8  Units held by  J.B. Wharton, Jr. Residual Trust, of
     which Ms. Minnich is co-trustee and a contingent beneficiary.
(6)  Mr. Parks is a Director and General Counsel of the  General Partner. The
     Units reflected in the  table consist of 4 Units held by a pension plan,
     of  which Mr.  Parks and  another  individual are  beneficiaries, and of
     which Mr. Parks is a trustee.
(7)  Mr. Perry is a Director.
(8)  Mr. Tooloee is a Director.
(9)  Mr. Duffy is  Senior Vice  President of External  Affairs of the General
     Partner.
(10) Mr. Odell is  a Director and  Secretary of the General  Partner.  Mr.
     Martinez and  Mr. Odell  are trustees  of Martinez  Odell &  Calabria
     Pension Fund, which owns the Unit reflected in the table.
(11) Mr. Spackey is Vice President of the General Partner.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------  ----------------------------------------------

GENERAL PARTNERSHIP INTEREST

    Unicom contributed  $100,000, which  entitled it to  receive 100% of  the
Partnership's general partner interest.  The general partnership interest was
transferred  to SuperTel  in  exchange  for $100,000.    The general  partner
interest entitles  the General  Partner to  25% of  the equity  of the  Part-
nership.  See "Item 5."

MANAGEMENT FEE

    The General Partner  has amended the Agreement of Limited  Partnership of
PCS  2000, L.P.  (the "Partnership  Agreement") to  provide that  the General
Partner  will  be entitled  to  reimbursement  for all  reasonable  operating
expenses, plus 10% of such amount.   The management fee is paid on  a monthly
basis.   The  Partnership Agreement  had  originally provided  for an  annual
management fee equal  to 1% of the  amount of the Partnership's  gross assets
including the value  of the licenses purchased  at the Block C Auction,  plus
reimbursement for all reasonable expenses  and costs incurred in managing and
operating the Partnership.  The General Partner, by a resolution approved  by
its  shareholders,  amended   the  Partnership  Agreement  and   reduced  the
management fee  because it believed  the original fee would  adversely affect
the ability of  the Partnership to receive additional  funding for developing
the Licenses.  The management fee for 1995 was accrued in accordance with the
amended Partnership Agreement.

PAYMENTS TO ROMULUS

    Unicom  and  Romulus entered  into  a  Services Agreement,  dated  as  of
January 24, 1995, whereby  in exchange for a  fee of up to 20%  of the amount
which the Partnership  raised in the Private Placement  of its Units, Romulus
agreed to  prepare and  file the  Application with  the FCC  for licenses  to
provide  PCS systems  in certain  markets  and bid  at the  Auction  for such
licenses on the Partnership's behalf.   As the Partnership raised $65,112,500
in the Private  Placement, Romulus may be entitled to as much as $13,022,500.
The Application prepared by Romulus  included all information required by the
FCC for  authority to  bid, including any  engineering and  engineering forms
required  under the  FCC reports  and orders,  rules, regulations,  and other
guidelines  issued by  the FCC.   Quentin L.  Breen, formerly  a Director  of
Unicom,  is the  President  of  Romulus.   Mr. Breen  and Anthony T.  Easton,
formerly  a  Director and  acting  chief  executive  officer of  Unicom,  are
beneficial  owners of Romulus.   Mr. Easton  and Mr. Breen,  as principals of
Romulus, were  appointed  as  two of  the  Partnership's  representatives  in
bidding for Markets in the Auctions.  See "Bidding Error" above.

    Under the  Services Agreement,  Romulus was entitled  to a fee  of $5,000
per Unit  sold in  the Private  Placement.   One-half of  this  fee was  non-
refundable and  was paid to Romulus prior to  the commencement of the Block C
Auction.    In accordance  with  the  Services  Agreement, Romulus  was  paid
$6,511,250  during 1995.   The  remaining $6,511,250  is held  in a  separate
account controlled by Messrs. Easton and Breen.  The Partnership has  filed a
suit attaching this account.  The Partnership  is seeking to recover from the
account  the  penalty  for  the  Norfolk, Virginia  bid  withdrawal  and  the
forfeiture  which  totalled approximately  $4.27 million,  and related  costs
associated with the Bidding Error.

OTHER RELATIONSHIPS AND TRANSACTIONS

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

    Mr. Tooloee will  be paid  $10,000  per month  for 40%  of  his time  for
services as an outside consultant to the Partnership.  If  Mr. Tooloee  
spends  more than  40%  of  his time consulting on Partnership business, 
he will be compensated accordingly. 

    Mr. Breen beneficially owned three  Partnership Units, and following  the
Bidding Error, the Partnership repurchased  these Units at the original price
paid by Mr. Breen.

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)

        PCS 2000, L.P.
        --------------

        Report of Independent Accountants
        Statement of  Assets, Liabilities and Partners'  Capital for
          fiscal years ended December 31, 1995 and December 31, 1996
        Statement of Revenues and Expenses for fiscal years ended
          December 31, 1995 and December 31, 1996
        Statement of Cash  Flow for fiscal years  ended December 31,
          1995 and December 31, 1996
        Statement  of  Changes  in  Partners'  Capital  Accounts for
          fiscal years ended December 31, 1996 
        Notes to Financial Statements

    (2) Financial Statement Schedules

    (3) Exhibits

        Exhibit
        Number 
        -------

        3.1  Agreement  of  Limited  Partnership  of PCS  2000,  L.P.
             (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  Form of  Services Agreement  between PCS  2000, L.P.
             and Romulus  Telecommunications, Inc.  (Exhibit 10.1
             of the Registrant's  Registration Statement  on  Form  10
             (File No. 0-28362),  effective  June  28,  1996,  is  hereby
             incorporated by reference)

       10.2  Asset Purchase Agreement, dated as of June 18, 1996,
             by  and between  SuperTel  Communications Corp.  and
             Unicom Corporation (Exhibit 10.2 of the Registrant's
             Registration  Statement  on  Form  10 (File 
             No. 0-28362), effective June 28,  1996,  is   hereby
             incorporated by reference)

       27    Financial Data Schedule

(b) Reports on Form 8-K

    No reports on Form 8-K were filed during the last quarter of fiscal 1996.

                                  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.

                 PCS 2000, L.P.

                 By: SuperTel Communications Corp.
                     General Partner

                     By:  /s/ Richard Reiss 
                         ______________________________
                     Name:  Richard Reiss
                     Title: Chief Executive Officer
                                                                             
                                

    Pursuant 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.

                                       Capacity in
         Signature                    Which Signed             Date
         ---------                    ------------             ----
                             
  /s/ Fred H. Martinez           Director and Chairman      March 26, 1997
  ---------------------------                               -----------------
  Fred H. Martinez               of the Board

                             
  /s/ Richard Reiss              Director, Chief Executive  March 10, 1997
  ---------------------------                               -----------------
  Richard Reiss                  Officer and Treasurer
                             

  /s/ Javier O. Lamoso           Director and Executive     March 24, 1997
  ---------------------------                               -----------------
  Javier O. Lamoso               Vice President


  /s/ Gary H. Arizala            Director                   March 10, 1997
  ---------------------------                               -----------------
  Gary H. Arizala
                             

  /s/ Margaret W. Minnich        Director                   March 20, 1997
  ---------------------------                               -----------------
  Margaret W. Minnich


  /s/ Lawrence Odell             Director                   March 31, 1997
  ---------------------------                               -----------------
  Lawrence Odell

  /s/ Daniel J. Parks            Director                   March 31, 1997
  ---------------------------                               -----------------
  Daniel J. Parks


  /s/ James T. Perry             Director                   March 26, 1997
  ---------------------------                               -----------------
  James T. Perry


                                EXHIBIT INDEX
                                -------------

Exhibit
Number                           Description
-------                          -----------

3.1              Agreement of Limited  Partnership of PCS 2000, L.P.
                 (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             Form  of  Services  Agreement between  PCS  2000,  L.P.  and
                 Romulus  Telecommunications,  Inc.  (Exhibit  10.1  of   the
                 Registrant's Registration Statement on Form 10 (File No.
                 0-28362), effective June  28, 1996, is hereby  incorporated
                 by reference)

10.2             Asset Purchase Agreement, dated as of June 18, 1996,  by and
                 between SuperTel Communications Corp. and Unicom Corporation
                 (Exhibit 10.2 of  the Registrant's Registration Statement on
                 Form 10  (File No.  0-28362), effective  June  28, 1996,  is
                 hereby incorporated by reference)

27               Financial Data Schedule