U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

                                      or

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

              For the transition period from______________to_______________

                         Commission File Number: 0-20999

             COLORADO                                            84-1058165
-------------------------------                             --------------------
(State of other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                               Identification No.)

             2875 EAST PATRICK LANE SUITE G, LAS VEGAS, NEVADA 89120
             -------------------------------------------------------
                    (Address of principal executive offices)

                                 (702) 740-5633
                           ---------------------------
                           (Issuer's telephone number)

              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) filed all reports to be filed  by  Section  13  or
15(d) of the Exchange Act during the past 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 [  ]

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

Check whether the registrant  filed  all  documents  and  reports  required  by
Section  12,  13  or  15(d)  of  the  Exchange  Act  after  the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of  each  of  the  issuer's  classes  of
common equity, as of the latest practicable date:


AS OF AUGUST 7, 1999 ISSUER HAD  39,893,024  SHARES OF COMMON  STOCK,  $.001 PAR
VALUE, OUTSTANDING.


TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):  Yes [  ] No [X]




<PAGE>
<TABLE>

                                      INDEX
<S>                                                                                                   <C>
PART I - FINANCIAL INFORMATION                                                                        PAGE

ITEM 1.  INTERIM FINANCIAL STATEMENTS - Unaudited

         Consolidated Balance Sheets as of June 30, 1999 and December 31, 1998                          3

         Consolidated Statements of Operations for the six months ended June 30, 1999 and 1998          4

         Consolidated Statements of Operations for the three months ended June 30, 1999 and 1998        5

         Consolidated Statement of Redeemable Preferred Stock and Shareholders' Equity for the
                                          six months ended June 30, 1999                                6

         Consolidated Statements of Cash Flows for six months ended June 30, 1999 and 1998              7

         Condensed Notes to Interim Consolidated Financial Statements                                  9-16

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS           17-22

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                                            23-25

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                                                      26

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                                                26

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS                                          26

ITEM 5.  OTHER INFORMATION                                                                              26

ITEM 6.  EXHIBITS AND CURRENT REPORTS ON FORM 8-K                                                     27-31

SIGNATURES                                                                                              32


</TABLE>




                                       2

<PAGE>
<TABLE>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                       June 30, 1999 and December 31, 1998
                                                                                            June 30,       December 31,
                                                                                              1999             1998
                                                                                           (Unaudited)
                                                                                          -------------    -------------

                                                            ASSETS
<S>                                                                                       <C>              <C>
Current assets:
      Cash                                                                                $  1,227,075     $    578,677
      Accounts receivable, less allowance for doubtful accounts of $42,201 and $13,000         921,944          582,817
      Other receivables, less allowance for doubtful accounts of $133,639 and $133,639         121,001          136,288
      Inventory                                                                                228,606          169,520
      Deposits and prepaids                                                                    217,642          134,228
                                                                                          -------------    -------------
                Total current                                                                2,716,268        1,601,530

Property and equipment, net                                                                 14,457,714       12,681,753
Intangible assets, net                                                                      40,157,352       41,118,012
Other non-current assets, net                                                                1,031,214          119,166

                                                                                          -------------    -------------

                Total assets                                                              $ 58,362,548     $  55,520,461
                                                                                          =============    ==============


                                                LIABILITIES, REDEEMABLE PREFERRED STOCK
                                                      AND SHAREHOLDERS' EQUITY

Current
liabilities:
      Current maturities of long-term debt                                                $  5,677,183     $  8,255,174
      Accounts payable and accrued liabilities                                               5,450,410        6,807,158
      License  option  commission  payable - current                                         1,362,021        3,412,000
      Unearned revenue                                                                         780,400          506,056
      Other current liabilities                                                                711,040          707,039
                                                                                          -------------    -------------

                Total current liabilities                                                   13,981,054       19,687,427
Long-term debt                                                                              19,489,406        8,152,589
License option commission payable - non-current                                              1,186,743                -
                                                                                          -------------    -------------
                Total liabilities                                                           34,657,203       27,840,016

Minority interests                                                                             611,836          533,690

Commitments and contingencies Redeemable preferred stock:
      Series C, 4% cumulative, 10,119,614 shares issued and outstanding                      1,224,244          974,995
Shareholders' equity:
      Preferred stock, $.001 par value, authorized 40,000,000 shares:
        Series  B  219,000  shares  issued  and  263  and  21,218  shares                            -               21
      Common stock, $.001 par value, authorized 100,000,000 shares,
        39,368,024 and 36,504,324 shares issued and outstanding                                 39,368           36,504
      Additional paid-in capital                                                            68,129,927       66,856,832
      Accumulated deficit                                                                  (46,300,030)     (40,721,597)
                                                                                          -------------    -------------

                Total shareholders' equity                                                  21,869,265       26,171,760
                                                                                          -------------    -------------

                Total liabilities, minority interests, redeemable preferred

                  stock and shareholders' equity                                          $ 58,362,548     $ 55,520,461
                                                                                          =============    =============

See accompanying condensed notes to unaudited interim consolidated financial statements
</TABLE>

                                       4
<PAGE>
<TABLE>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                 Unaudited Consolidated Statements of Operations
                 For the six months ended June 30, 1999 and 1998


                                                                             June 30,           June 30,
                                                                               1999               1998
                                                                                                Restated
                                                                          -------------      -------------
<S>                                                                       <C>              <C>
Revenues:
        Service revenue                                                   $  2,250,032     $      869,359
        Equipment sales and maintenance                                        535,109            378,263
                                                                          -------------      -------------
                                                                             2,785,141          1,247,622
                                                                          -------------      -------------

Operating expenses:
        Cost of service revenue                                                613,484            187,869
        Cost of equipment sales and maintenance                                321,642            213,841
        General and administrative                                           4,765,950          3,048,300
        Depreciation and amortization                                          940,190            473,372
                                                                          -------------      -------------
                                                                             6,641,266          3,923,382
                                                                          -------------      -------------
Loss from operations                                                        (3,856,125)        (2,675,760)
                                                                          -------------      -------------

Other (expense):
        Minority interest in earnings                                         (118,784)           (34,597)
        Interest expense, net                                               (1,408,557)          (813,185)
        Standstill agreement expense                                                 -           (182,914)
                                                                          -------------      -------------

                                                                            (1,527,341)        (1,030,696)
                                                                          -------------      -------------
Net loss before extraordinary item
                                                                            (5,383,466)        (3,706,456)
Extraordinary loss on early extinguishment of debt
                                                                              (194,967)                 -
                                                                          -------------      -------------
Net loss                                                                  $ (5,578,433)      $ (3,706,456)
Series B preferred stock dividend
                                                                               (17,578)           (56,486)
Series C redeemable preferred stock dividend and accretion
                                                                              (249,249)           (68,929)
                                                                          -------------      -------------
Loss applicable to common shareholders                                    $ (5,845,260)      $ (3,831,871)
                                                                          =============      =============

Per share of Common Stock:
Net loss per share before extraordinary item                                     (0.11)             (0.12)
Extraordinary loss per share on early extinguishment
        of debt                                                                  (0.00)                 -
                                                                          -------------      -------------
Net loss per share                                                        $      (0.11)      $      (0.12)
                                                                          =============      =============
Series B preferred stock dividend per share                                      (0.00)             (0.00)
Series C redeemable  preferred  stock  dividend and accretion per share          (0.00)             (0.00)
                                                                          -------------      -------------
Basic and diluted loss per share of Common Stock                          $      (0.11)      $      (0.12)
                                                                          =============      =============
Basic and diluted weighted average shares outstanding                       52,798,790         32,165,900
                                                                          =============      =============


See accompanying condensed notes to unaudited interim consolidated financial statements
</TABLE>

                                       5

<PAGE>
<TABLE>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                      Unaudited Consolidated Statements of
                      Operations For the three months ended
                             June 30, 1999 and 1998


                                                                             June 30,           June 30,
                                                                               1999               1998
                                                                                                Restated
                                                                          -------------      -------------
<S>                                                                       <C>                <C>
Revenues:
        Service revenue                                                   $  1,221,681       $    497,721
        Equipment sales and maintenance
                                                                               301,146            233,749
                                                                          -------------      -------------
                                                                             1,522,827            731,470
                                                                          -------------      -------------

Operating expenses:
        Cost of service revenue                                                329,988            104,734
        Cost of equipment sales and maintenance                                184,905            114,043
        General and administrative                                           2,451,792          1,762,650
        Depreciation and amortization                                          496,191            279,238
                                                                          -------------      -------------
                                                                             3,462,876          2,260,665
                                                                          -------------      -------------
Loss from operations                                                        (1,940,049)        (1,529,195)
                                                                          -------------      -------------

Other (expense):
        Minority interest in earnings                                          (65,824)           (25,300)
        Interest expense, net                                                 (803,514)          (352,815)
                                                                          -------------      -------------
                                                                              (869,338)          (378,115)
                                                                          -------------      -------------
Net loss                                                                    (2,809,387)        (1,907,310)
Series B preferred stock dividend                                                    -            (45,754)
Series C redeemable preferred stock dividend and accretion                    (169,376)           (68,929)
                                                                          -------------      -------------
Loss applicable to common shareholders                                    $ (2,978,763)      $ (2,021,993)
                                                                          =============      =============

Per share of Common Stock:
Net loss per share                                                               (0.06)             (0.05)
Series B preferred stock dividend per share                                          -              (0.00)
Series C redeemable preferred stock dividend and accretion per share             (0.00)             (0.00)
                                                                          -------------      -------------
Basic and diluted loss per share of Common Stock                          $      (0.06)      $      (0.05)
                                                                          =============      =============
Basic and diluted weighted average shares outstanding                       54,098,532         41,871,315
                                                                          =============      =============


See accompanying condensed notes to unaudited interim consolidated financial statements
</TABLE>



<PAGE>
<TABLE>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
 Unaudited Consolidated Statements of Redeemable Preferred Stock and Shareholders' Equity
                     For the six months ended June 30, 1999

                                  Series C Redeemable  Series B Preferred
                                    Preferred Stock          Stock
                                                                            Common Stock      Additional                Total
                                                           Outstanding      Outstanding        Paid-In  Accumulated Shareholders'
                                   Shares     Amount    Shares  Amount   Shares    Amount     Capital     Deficit      Equity
                                 ---------- ---------- --------- ------ ---------- ------- ----------- ------------- -----------
<S>                              <C>        <C>          <C>            <C>        <C>     <C>         <C>           <C>
Balance at December 31, 1998     10,119,614 $  974,995   21,218     21  36,504,324 $36,504 $66,856,832 $(40,721,597) $26,171,760

Issuance of Common Stock:
 Series B preferred stock conversions     -          -  (20,955)   (21)    915,932     916        (895)           -            -
 Series B preferred stock dividends       -          -        -      -      76,672      77         (77)           -            -
 Payment of debt                          -          -        -      -   1,871,096   1,871     914,966            -      916,837

Discount on long-term debt                -          -        -      -           -       -     608,350            -      608,350
Series C redeemable preferred stock
 dividends and accretion                  -    249,249        -      -           -       -    (249,249)           -     (249,249)
Net loss                                  -          -        -      -           -       -           -   (5,578,433)  (5,578,433)

                                 ---------- ---------- --------- ------ ---------- ------- ----------- ------------- ------------
Balance at June 30, 1999         10,119,614 $1,244,244      263  $   -  39,368,024 $39,368 $68,129,927 $(46,300,030) $21,869,265
                                 ========== ========== ========= ====== ========== ======= =========== ============= ============



See accompanying condensed notes to unaudited interim consolidated financial statements
</TABLE>













                                       7

<PAGE>
<TABLE>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                      Unaudited Consolidated Statements of
                       Cash Flows For the six months ended
                             June 30, 1999 and 1998

                                                                     June 30,          June 30,
                                                                       1999              1998
                                                                                       Restated
                                                                  -------------     -------------
<S>                                                               <C>               <C>
Cash flows from operating activities:
     Net loss                                                     $ (5,578,433)     $ (3,706,456)
     Adjustments to reconcile net loss to net cash used in
        operating activities:
             Minority interest                                         118,784            34,597
             Depreciation and amortization                             940,190           473,372
             Standstill agreement                                            -           182,914
             Extinguishment of debt                                     94,847                 -
             Amortization of debt discount                             851,076           539,466
             Amortization of debt issuance costs                        67,688                 -
             Options issued for services                                     -            15,040
             Change in operating assets and liabilities:
                  (Increase) in accounts receivable
                     and other receivables                           (323,838)          (125,517)
                  (Increase) in inventory                             (59,086)           (25,246)
                  (Increase) in deposits and prepaids                 (83,414)          (116,281)
                  Increase in unearned revenues                       274,344            186,802
                  Increase (decrease) in accounts payable and
                      accrued liabilities                           (1,356,747)          918,415
                  Increase in other current liabilities                  4,000           822,278
                                                                  -------------     -------------
Net cash used in operating activities                               (5,050,589)         (800,616)
                                                                  -------------     -------------

Cash flows used in investing activities:
     Purchase of license options                                      (114,329)         (156,409)
     Purchases of property and equipment                            (2,504,400)       (3,073,794)
                                                                  -------------     -------------
Net cash used in investing activities                               (2,618,729)       (3,230,203)
                                                                  -------------     -------------

Cash flows from financing activities:
     Proceeds from issuance of securities                                    -         7,500,000
     (Increase) in debt issuance costs                              (1,074,583)         (144,852)
     (Increase) in equity issuance costs                                     -          (705,000)
     Payments of minority interest                                     (40,638)                -
     Payments of long-term debt                                     (4,067,063)         (686,284)
     Proceeds from issuance of long-term debt                       13,500,000         1,613,020
                                                                  -------------     -------------

Net cash provided by financing activities                            8,317,716         7,576,884
                                                                  -------------     -------------

Net increase in cash                                                   648,398         3,546,065
Cash at beginning of period                                            578,677           959,390
                                                                  -------------     -------------

Cash at end of period                                             $  1,227,075      $  4,505,455
                                                                  =============     =============

 See Note 9 for supplemental disclosure on non-cash investing and financing activities
See accompanying condensed notes to unaudited interim consolidated financial statements
</TABLE>



                                       8
<PAGE>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
     Condensed Notes to Unaudited Interim Consolidated Financial Statements
                                  June 30, 1999


(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The interim consolidated  financial statements of Chadmoore Wireless Group, Inc.
and  subsidiaries  (collectively  "Chadmoore" or the "Company")  included herein
have been  prepared  by the  Company  without  audit,  pursuant to the rules and
regulations of the Securities and Exchange  Commission  (the  "Commission")  and
reflect all adjustments that are, in the opinion of management,  necessary for a
fair  statement  of the results for the interim  period.  Additionally,  certain
prior period  amounts have been  reclassified  to conform to 1999  presentation,
none of which had any effect on net loss or basic and diluted loss per share.

These  interim  financial  statements  should  be read in  conjunction  with the
financial  statements and notes thereto contained in the Company's Annual Report
on Form 10-KSB for the year ended  December  31, 1998 (the "1998 Form  10-KSB").
Operating  results for the interim  periods are not  necessarily  indicative  of
results for an entire year.

DESCRIPTION OF BUSINESS

The Company is one of the largest holders of frequencies in the United States in
the 800 megahertz band for commercial  specialized mobile radio ("SMR") service.
The Company's operating territory covers  approximately 55 million people in 180
markets,  primarily  in  secondary  and tertiary  cities  throughout  the United
States.  Also  known as  dispatch,  one-to-many,  or  push-to-talk,  Chadmoore's
commercial SMR service provides  reliable,  real-time voice  communications  for
companies with mobile workforces that have a need to frequently communicate with
their entire fleet or subgroups of their fleet.

CONCENTRATION OF RISK

The Company is a party to an equipment  purchase agreement with Motorola and for
the foreseeable future the Company expects that it will need to rely on Motorola
for the manufacturing of certain  equipment  necessary to construct and make its
network operational.

PRINCIPLES OF CONSOLIDATION

The interim  consolidated  financial statements include the financial statements
of  all  majority  owned   companies  and  joint   ventures.   All   significant
inter-company  balances and transactions  have been eliminated in consolidation.
Minority interest  represents the minority partners'  proportionate share in the
venturer's equity or equity in income (loss) in the joint ventures.

USE OF ESTIMATES

Management  of the  Company  has  made a number  of  estimates  and  assumptions
relating  to the  reporting  of assets and  liabilities  and the  disclosure  of
contingent  assets and  liabilities  to prepare  these  financial  statements in
conformity with generally accepted accounting  principles.  Actual results could
differ from those estimates.

REVENUE RECOGNITION

The Company  recognizes  revenue from radio dispatch and telephone  interconnect
services  based on monthly  access  charges per radio and on air time charges as
used.  Revenue is also recognized from equipment  maintenance upon acceptance by
the customer of the work  completed  as well as from the sale of equipment  when
delivered.

                                       9
<PAGE>
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1998,  the FASB issued SFAS No. 133,  "Accounting  for  Derivatives  and
Hedging  Activities," which establishes  accounting and reporting  standards for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts  (collectively  referred  to as  derivatives),  and for hedging
activities.  SFAS No. 133 is effective  for all fiscal  quarters of fiscal years
beginning  after June 15, 1999.  The FASB recently  adopted an amendment to SFAS
No. 133,  which delays the effective  date for one year.  The Company  currently
does not  engage  in,  nor does it expect to engage  in,  derivative  or hedging
activities,  and therefore,  the Company  anticipates there will be no impact to
its consolidated financial statements.

(2)  MANAGEMENT PLANS

The Company's auditors' opinion for the year ended December 31, 1998 includes an
explanatory  paragraph  which  expresses  substantial  doubt about the Company's
ability to continue  as a going  concern.  The  accompanying  unaudited  interim
consolidated  financial  statements have been prepared assuming that the Company
will continue as a going concern. The Company has suffered recurring losses from
operations  and has a working  capital  deficiency  of  $11,264,786  that raises
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in regard to these matters are described  below. The interim
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.

The  Company  believes  that  during the next  twelve  months it will  require a
significant amount of capital for full-scale  implementation of its SMR services
and ongoing operating expenses. To meet such funding  requirements,  the Company
anticipates  additional  loans from GATX Capital  Corporation  ("GATX") or other
participants  in the Senior Secured Loan Agreement with GATX ("GATX  Facility"),
but there can be no  assurance  that the Company  will obtain  these  loans.  On
August 2, 1999 GATX elected to increase the  aggregate  principal  amount of the
GATX  Facility  to $27  million.  On  August  4, 1999 the  Company  borrowed  an
additional  $7.5 million under the GATX Facility,  leaving $6 million  available
for future  borrowings at the sole and absolute  discretion of GATX,  subject to
substantially the same terms as the original $13.5 million.

The  Company  believes  that it  should  have  adequate  resources  to  continue
establishing its SMR business.  However,  while the Company believes that it has
developed   adequate   contingency   plans,   the  failure  to  consummate   the
aforementioned  potential financing as currently contemplated,  or at all, could
have a material adverse effect on the Company, including the risk of liquidation
of assets or bankruptcy.  Current contingency plans may include pursuing similar
financing arrangements with other institutional  investors and lenders,  selling
additional equity instruments, selling selected channels, and focusing solely on
the  Company's  current 93 markets  in which commercial service has already been
implemented. This latter course might entail ceasing further system expansion in
existing markets and reducing  corporate staff to the minimal level necessary to
administer such markets.  The Company  believes that this strategy would provide
sufficient  time and  resources  to raise  additional  capital or sell  selected
channels in order to resume its growth. However, there can be no assurances that
this or any of the  Company's  contingency  plans would  adequately  address the
aforementioned risks, or that the Company will attain overall profitability once
it has achieved its additional financing.


                                       10
<PAGE>
(3)      ASSET ACQUISITION

On June  1,  1999  the  Company  entered  into an  Asset  Acquisition  Agreement
("Agreement")  with  American  Wireless  Network,  Inc.  ("American")  where the
Company  will  acquire  16  ten-channel  900 Mhz  wide-area  licenses  in  seven
Metropolitan  Trading Areas ("MTA's").  In consideration the Company will assume
approximately  $1.4  million of  American's  outstanding  debt with the  Federal
Communications  Commission  ("FCC") as well as American receiving 7.5% ownership
in the MTA's  operations.  In  addition,  American  will  receive  a warrant  to
purchase  50,000  shares of the Company's  Common Stock at an exercise  price of
$0.50 per share. In connection  with the Agreement,  the Company entered into an
operating  lease with American for certain SMR equipment with payments  totaling
$720,000  over the next six  years  and  assumed  other  operating  leases  with
obligations totaling  approximately $25,000 per month. However, the Agreement is
contingent  upon the  Company's  board of  directors'  formal  approval  and the
completion of the FCC approval and transfer process.

In addition,  the Company has entered into a  management  agreement  whereby the
Company  will  perform as  contractor  and agent on behalf of  American  for all
managerial  functions  involved  with  operation  of  the  stations,  under  the
oversight  and  direction  of  American,  until  such time as the  Agreement  is
formally  approved by the Company's  board of  directors'  and all licenses have
completed  the FCC approval and transfer  process.  Pursuant to this  management
agreement the Company is responsible,  subject to the oversight of American, for
the billing and  collection  of all  revenues  and the payment of all  operating
expenses associated with the operation of these stations.  The Company will also
make the required  interest only payments on the  outstanding  debt with the FCC
totaling approximately $8,100 per month. The Company's compensation for managing
such sites will be 100% of the gross revenues,  less the costs mentioned  above,
provided that the net profit of any station does not exceed $30,000 per calendar
month,  if any station's  profit exceeds  $30,000 per calendar month the Company
shall pay any excess profit to American.  During the three months and six months
ended June 30, 1999 the  revenues and expenses  associated  with this  agreement
were  immaterial  to the  Company's  unaudited  interim  consolidated  financial
statements.

(4) FCC LICENSES AND RIGHTS TO ACQUIRE FCC LICENSES

Intangible  assets  consist of FCC licenses,  which are recorded at cost and are
authorized  by the FCC and allow the use of certain  communications  frequencies
and rights to acquire FCC licenses.  FCC licenses have a primary term of five or
ten  years and are  renewable  for  additional  five or ten year  periods  for a
nominal FCC processing fee. Although there can be no assurance that the existing
licenses will be renewed,  management  expects that the licenses will be renewed
as they  expire.  FCC  licenses  and rights to acquire FCC  licenses and related
costs are amortized using the straight-line  method over 20 years,  beginning in
the month they are placed in service.

Intangible assets consist of the following:
<TABLE>

                                                              June 30,           December 31,
                                                                1999                 1998
                                                             (Unaudited)
                                                          ------------------   ------------------
<S>                                                       <C>                  <C>
              FCC licenses                                     $ 36,885,110         $ 37,669,351
              Rights to acquire FCC licenses                      4,020,467            3,985,133
                                                          ------------------   ------------------
                                                                 40,905,577           41,654,484
              Less accumulated amortization
                                                                  (748,225)            (536,472)
                                                          ------------------   ------------------
                                                               $ 40,157,352         $ 41,118,012
                                                          ==================   ==================
</TABLE>


                                       11
<PAGE>
(5) PROPERTY AND EQUIPMENT

Property and equipment are carried at cost, less  accumulated  depreciation  and
amortization.  Direct  and  indirect  costs  of  construction  are  capitalized.
Depreciation is computed using the  straight-line  method over estimated  useful
lives beginning in the month an asset is placed in service.

Estimated useful lives of property and equipment are as follows:


              Buildings                                      40 years
              Leasehold improvements                          5 years
              SMR systems and equipment                      10 years
              Furniture and office equipment                  5 years

The  recorded  amount of  property  and  equipment  capitalized  and the related
accumulated depreciation and amortization is as follows:



                                                      June 30,     December 31,
                                                        1999           1998
                                                     (Unaudited)
                                                    ------------   ------------

    Land                                             $  102,500     $  102,500
    Buildings and improvements                          401,032        395,659
    SMR systems and equipment                        15,574,773     12,862,618
    SMR systems in process                              297,508        554,200
    Furniture and office equipment                      350,245        310,886
                                                     ----------     ----------
                                                     16,726,058     14,225,863
    Less accumulated depreciation and amortization   (2,268,344)    (1,544,110)
                                                    ------------   ------------
                                                    $14,457,714    $12,681,753

(6) LONG-TERM DEBT

In  September  1997,  the  holder of a  convertible  debenture  entered  into an
agreement  with the  Company  to  restructure  the  convertible  debenture  (the
"Debenture  Restructuring  Agreement").  The Debenture  Restructuring  Agreement
required the holder to exchange the convertible  debenture  (including rights to
all accrued  interest and penalties)  for a new debenture (the "New  Debenture")
with a maturity date of August 31, 1998, in the principal  amount of $1,627,500,
payable in ten monthly payments of $162,750. These payments were payable in cash
or stock, at the Company's  option,  at the then-current  market price when due.
Interest,  in the liquidated amount of $425,000,  was payable by the Company, at
the Company's option, in cash or stock at the then current market price, payable
in September  1998. On June 30, 1998,  the Company  received a notice of default
under the New  Debenture.  On April 12, 1999,  the Company made a payment to the
New  Debenture  holder of 1,871,096  shares of the Company's  restricted  Common
Stock,  which represented  $916,837 toward the principal and interest of the New
Debenture.

On March 2, 1999,  pursuant to the GATX  Facility,  the Company  borrowed  $13.5
million from GATX. Pursuant to the GATX Facility, GATX, at its sole and absolute
discretion,  had the option to make  available up to $13.5 million in additional
funds. On August 2, 1999 GATX elected to increase the aggregate principal amount
of the GATX Facility to $27 million.  On August 4, 1999 the Company  borrowed an
additional  $7.5 million under the GATX Facility,  leaving $6 million  available
for future  borrowings at the sole and absolute  discretion of GATX,  subject to
substantially  the same terms as the original $13.5 million.  Loans will be made
at an  interest  rate fixed at the time of the  funding  based on  five-year  US
Treasury  notes  plus 5.5% and  payable  over  five-years  following  a one year
interest  only  period.  Warrants  to  purchase  up to  1,822,500  shares of the
Company's  Common Stock at an exercise price of $0.39 per share were also issued
to the Lender ("GATX  Warrants").  The loan is secured by substantially  all the
assets of the Company.


                                       12
<PAGE>
On June 10, 1999 the Company  entered  into an  Amendment  to the GATX  Facility
("Amendment").  The Amendment,  among other things,  delayed  certain  financial
covenants,  extended the option period to make available  funds from 120 days to
150 days and amended the collateral value to loan ratio from 2 to 1 to 1.5 to 1.
The Company also restated the exercise  price of the GATX Warrants from $0.39 to
$0.01 per share of the Company's  Common Stock. In connection with the Amendment
the Company  has  recognized  a debt  discount  related to the GATX  Warrants of
$608,350,  which  represents  the  intrinsic  value,  which  is  not  materially
different  from  the  fair  value,  of the  GATX  Warrants  on the  date  of the
Amendment.  This  discount  will be  amortized  to  interest  expense  using the
effective interest method over the life of the loan.

(7) EQUITY TRANSACTIONS

PREFERRED STOCK CONVERSIONS

On December  23,  1997,  the Company  completed a private  placement of Series B
Convertible  Preferred  Stock (the "Series B Preferred").  During the six months
ended  June 30,  1999 the  holders of the Series B  Preferred  converted  20,955
shares of Series B Preferred into 915,932  shares of Common Stock.  Dividends on
such  shares of Series B  Preferred  were  $17,578,  which was paid with  76,672
shares of the Company's Common Stock.

(8)  MANDATORILY REDEEMABLE PREFERRED STOCK

On May 4, 1998, the Company issued  10,119,614  shares of 4% cumulative Series C
Preferred  Stock,  which is  mandatorily  redeemable  by  written  notice to the
Company on the earlier of (i) May 1, 2003 or (ii) the  occurrence of the listing
of the  Company's  Common Stock on a national  securities  exchange or an equity
financing by the Company that results in gross  proceeds in excess of $2 million
("Redeemable Preferred").  The Redeemable Preferred has a redemption price equal
to $.3953 per share and is entitled to cumulative  annual  dividends equal to 4%
payable  semi-annually.  Dividends on the Redeemable  Preferred  accrue from the
issue date,  without  interest,  whether or not  dividends  have been  declared.
Unpaid  dividends,  whether or not declared,  compound  annually at the dividend
rate from the dividend payment date on which such dividend was payable.  As long
as  any  shares  of  Redeemable  Preferred  are  outstanding,   no  dividend  or
distribution, whether in cash, stock or other property, may be paid, declared or
set apart for payment for any junior securities.

The difference  between the relative fair value of the  Redeemable  Preferred at
the issue date and the mandatory  redemption amount is being accreted by charges
to additional  paid-in-capital,  using the effective  interest  method,  through
April 30, 2003. At the redemption  date, the carrying amount of such shares will
equal the mandatory  redemption  amount plus  accumulated  dividends  unless the
shares are  exchanged  prior to the  redemption  date.  Since the Company had no
retained earnings, such amount is charged to additional paid-in capital.

(9)       NON-CASH EVENTS

SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES

During the six  months  ended  June 30,  1999,  the  Company  had the  following
non-cash  investing  and  financing  activities.  Conversion of 20,955 shares of
Series B  Preferred  into  915,932  shares of Common  Stock.  Issuance of 76,672
shares of Common Stock for Series B Preferred  dividends.  Issuance of 1,871,096
shares of the Company's  restricted Common Stock which  represented  $916,837 of
payment towards principal and interest of the New Debenture.

During the six months ended June 30, 1998 the Company had the following non-cash
investing and  financing  activities.  The issuance of 108,500  shares of Common
Stock to  employees  for  compensation.  The  issuance  of  $5,013,797  of notes
payable,  net of discount,  to exercise certain license  options.  Conversion of
173,782  shares of Series B Preferred  into  3,618,107  shares of Common  Stock.
Issuance  of 69,330  shares of Common  Stock for Series B  Preferred  dividends.
Issuance of 11,400 shares of Common Stock for $32,890 of Common Stock previously
subscribed. Issuance of 800,000 shares of Common Stock with a value of $352,000,
for exercise of certain  license  options.  Issuance of 31,000  shares of Common
Stock to a license  holder.  Issuance  of  290,765  shares  of Common  Stock for
prepaid  professional  services.  Issuance of 335,000 shares of Common Stock for
the purchase of fixed assets.

                                       13
<PAGE>
SUPPLEMENTAL DISCLOSURE OF CASH PAID FOR TAXES AND INTEREST

During the six months  ended June 30, 1999 and 1998 the Company paid no cash for
taxes.  During the six months ended June 30, 1999 and 1998 the Company paid cash
for interest of $173,923 and $96,945, respectively.

(10) RELATED PARTY TRANSACTIONS

During the six months ended June 30, 1999 and 1998 the Company paid $910,239 and
$612,316,  respectively to Private Equity  Partners  ("PEP"),  for  professional
services  associated  with  equity  and debt  financings.  Mark F.  Sullivan,  a
Director of the Company, is an owner and managing partner of PEP.

The Company and Recovery Equity Investors II L.P.  ("Recovery")  entered into an
advisory  agreement   commencing  on  May  1,  1998  and  ending  on  the  fifth
anniversary.  The advisory  agreement  stipulates the Recovery shall devote such
time and  effort to the  performance  of  providing  consulting  and  management
advisory  services  for  the  Company  as  deemed  necessary  by  Recovery.   In
consideration of the consultant's  provision of the services to the Company, the
Company is obligated to pay Recovery an annual fee of $312,500  beginning on the
first anniversary which shall be paid in advance, in equal monthly installments,
reduced by the  Redeemable  Preferred  dividends  paid in the  preceding  twelve
months.  During the six months  ended June 30,  1999 the Company  paid  Recovery
$52,083 in advisory fees.  Jeffrey A. Lipkin and Joseph J.  Finn-Egan,  managing
partners of Recovery, are Directors of the Company.

(11)     COMMITMENTS AND CONTINGENCIES

LICENSE OPTION AND MANAGEMENT AGREEMENT CONTINGENCIES

Goodman/Chan   Waiver.   Nationwide   Digital   Data  Corp.   and   Metropolitan
Communications Corp. among others (collectively,  "NDD/Metropolitan"), traded in
the  selling  of SMR  application  preparation,  filing  services  and  in  some
instances construction services to the general public. Most of the purchasers in
these  activities  had little or no  experience  in the wireless  communications
industry.  Based on  evidence  that  NDD/Metropolitan  had not  fulfilled  their
construction and operation obligations to over 4,000 applicants who had received
FCC licenses  through  NDD/Metropolitan,  the Federal Trade  Commission  ("FTC")
filed suit against  NDD/Metropolitan  in January,  1993, in the Federal District
Court for the Southern  District of New York  ("District  Court").  The District
Court  appointed  Daniel R. Goodman (the  "Receiver")  to preserve the assets of
NDD/Metropolitan.  In the course of the  Receiver's  duties,  he together with a
licensee,  Dr.  Robert  Chan,  who had  received  several FCC  licenses  through
NDD/Metropolitan's  services,  filed a request to extend the construction period
for each of 4,000 SMR stations.  At that time, licensees of most of the stations
included in the waiver  request  ("Receivership  Stations")  were  subject to an
eight-month  construction  period.  On May 24, 1995, the FCC granted the request
for extension.  The FCC reasoned that the Receivership  Stations were subject to
regulation  as  commercial  mobile  radio  services  stations,  but had not been
granted the extended  construction  period to be awarded to all CMRS  licensees.
Thus,  in an effort to be  consistent  in its  treatment of  similarly  situated
licensees,  the FCC granted an additional  four months in which to construct and
place the Receivership  Stations in operation (the "Goodman/Chan  Waiver").  The
Goodman/Chan Waiver became effective upon publication in the Federal Register on
August  27,  1998.  Moreover,  the FCC  released a list on October 9, 1998 which
purported to clarify the status of relief  eligibility  for licenses  subject to
the August 27, 1998  decision.  Subsequently  the FCC also  released a purported
final list of the Receivership Stations.

On the basis of a previous  request  to the  Receiver  and a  separate  previous
request for assistance to the FCC's Licensing  Division by the Company,  the FCC
and the Receiver  examined and marked a list provided by the Company.  The FCC's
and the  Receiver's  markups  indicated  those  stations  held by the Company or
subject to management and option  agreements,  which the FCC and/or the Receiver
considered to be, at that time, Receivership Stations and/or stations considered
"similarly  situated" and thus eligible for relief.  From the communication from


                                       14
<PAGE>
the Receiver,  the Company believes that  approximately 800 of the licenses that
it owns or manages are  Receivership  Stations or otherwise  entitled to relief.
For its own  licenses  and under the  direction  of each  licensee  for  managed
stations, the Company proceeded with timely construction of those stations which
the  Company  reasonably  believes  to be  Receivership  Stations  or  otherwise
entitled to relief.  The Company received relief on  approximately  150 licenses
under the Goodman/Chan  proceedings and from the official communication from the
FCC, the Company believes that approximately 650 licenses should be eligible for
relief as "similarly situated".  Initial review of the Commission's Goodman/Chan
Order indicated a potentially favorable outcome for the Company as it pointed to
a grant of relief for a significant number of the Company's owned and/or managed
licenses  which  were  subject  to the  outcome  of the  Goodman/Chan  decision.
However,  on  October  9,  1998 a release  from the  Offices  of the  Commercial
Wireless Division of the FCC's Wireless  Telecommunication Bureau announced that
because  of  a  technicality   relating  to  the  actual  filing  dates  of  the
construction deadline waiver requests by certain of the subject licensees,  some
licenses  which  the  FCC  staff  earlier  had  stated  would  be  eligible  for
construction  extension  waivers due to the similarity of circumstances  between
those licensees and the  Goodman/Chan  licensees,  would not actually be granted
final construction  waivers.  The Commission has subsequently begun a process of
deleting  certain of the  Company's  licenses in this category from its official
licensing database.  Prior to the release of the October 9, 1998, Public Notice,
the Company  constructed  and placed into operation  certain  licenses from this
category  based  on  information  received  from the FCC and the  Receiver.  The
Company  is in the  process  of  determining  which  licenses  have in fact been
deleted;  however,  due to  the  disparity  between  the  FCC's  lists  and  its
subsequent  treatment of such lists as well as  continuing  modification  of the
FCC's  license  database,  the Company is  uncertain as to which,  if any,  will
remain deleted under the FCC's current procedures.

In response, on November 9, 1998, Chadmoore filed a Petition for Reconsideration
at the FCC seeking reversal of the action  announced in the Commercial  Wireless
Division Public Notice.  The Company asked that the relief be reinstated for its
impacted licenses.  Moreover,  on February 1, 1999, the Company,  in conjunction
with other aggrieved  parties,  filed a petition with the United States Court of
Appeals  for the  District  of Columbia  Circuit  seeking  reversal of the FCC's
decision  and a remand of the  decision  to the FCC with  instructions  from the
court to reinstate  the  licenses  for which  relief had been  denied.  Argument
before the court was held on May 4, 1999.  The petitions of the Receiver and all
"similarly  situated"  parties  were  consolidated  into a single  briefing  and
argument  before  the court.  In an  opinion  issued  July 15,  1999,  the court
dismissed all the petitions filed by the Goodman/Chan licensees. The court noted
in its opinion that the receiver did not have  standing to seek relief on behalf
of the licensees and the  similarly  situated  parties had filed their appeal at
the FCC in an untimely manner.  Thus,  rather than hearing the merits underlying
the case, the judges dismissed the petitions on procedural grounds.

The dismissal of the Petitions, while a problem for the other parties before the
court,  appears not to be a bar to the Company's  efforts to seek relief in this
instance,  but simply  requires  that the Company  await the FCC's action on the
Company's  pending  Petition  for  Reconsideration.  In  reviewing  the  Court's
opinion,  the  Company's  Management  believes  that the court has left open the
possibility   of  a  rehearing  on  the  merits  should  the  FCC  fail  to  act
affirmatively,  in the  interim,  on timely  filed  and  pending  Petitions  for
Reconsideration  of the October 9, 1999 list.  Thus,  as Chadmoore  was the only
party  before the court  which had  timely  filed  such a  petition,  Management
believes the potential for a rehearing on the merits would be applicable only to
Chadmoore should the FCC not act  affirmatively on Chadmoore's  pending Petition
for Reconsideration.


                                       15
<PAGE>
Accordingly, Chadmoore has initiated discussions with officials in Washington in
an effort to obtain  affirmative  action at the FCC on the pending  Petition for
Reconsideration;  however,  should such efforts not prove  fruitful,  Management
believes  the way is clear for a hearing on the merits of the case in the United
States  Court of  Appeals  for the  District  of  Columbia  Circuit.  Due to the
uncertainty surrounding both the FCC's administrative process in managing review
of the Company's  pending  petition and the docket  calendar of the court, it is
not possible, at this time, for Management to predict, with any reasonable level
of  reliability,  a timetable for when action on these  pending  matters will be
concluded.  Approximately 650 of those licenses purchased by or under option and
management  agreements  with the Company are among those which the FCC initially
has refused to afford  relief  pursuant to the  Commercial  Wireless  Division's
October 9, 1998,  Public Notice.  Thus, it is possible that the Company's  owned
and/or  managed  licenses  which are  encompassed  within  the  denial of relief
pursuant to the October 9, 1998 Public Notice,  could be permanently canceled by
the FCC for  failure  to comply  with its  construction  requirements.  If these
licenses  are in fact  cancelled  by the  FCC,  it would  result  in the loss of
licenses with a book value of  approximately  $6,200,000 and the loss of certain
subscribers  to the Company's  services,  which while not  considered  probable,
could result in a material adverse effect on the Company's financial  condition,
results of operations  and  liquidity and could result in possible  fines and/or
forfeitures levied by the FCC. The Company has prepared these estimates based on
the best information available at the time of this filing. Once again, there has
been no list  published by the FCC in this matter which the Company feels it may
rely upon. Therefore,  the Company has commenced the above-described  litigation
to clarify this matter.  Based on the  preceding,  no provision has been made in
the accompanying unaudited interim consolidated financial statements.

The Receiver has requested that the Company replace some of the existing options
and management agreements with Goodman/Chan licensees with promissory notes. The
Company  engaged in  discussions  with the Receiver in this regard,  but did not
reach a final  determination  and  concluded  that no  further  discussions  are
warranted at this time.  However,  there can be no assurances  that the Receiver
would not  decide to take  actions  in the  future to  challenge  the  Company's
agreements  with  Goodman/Chan  licensees,  including  the  Company's  rights to
licenses  under  such  agreements,  in an  effort  to  enhance  the value of the
Receivership estate.

PURCHASE COMMITMENT

In October  1996,  the  Company  signed a purchase  agreement  with  Motorola to
purchase  approximately $10 million of Motorola radio communications  equipment,
including  Motorola Smartnet II trunked radio systems.  Such purchase  agreement
required that the equipment be purchased within 30 months of its effective date.
On March 10, 1998, the effective period of the Motorola  purchase  agreement was
extended  from 30 months to 42 months.  As of June 30,  1999,  the  Company  had
purchased approximately $6.25 million toward this purchase commitment.















                                       16
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
        OPERATION

The  following is a  discussion  of the  consolidated  financial  condition  and
results of  operations  of Chadmoore  Wireless  Group,  Inc.,  together with its
subsidiaries  (collectively  "Chadmoore" or the  "Company"),  for the six months
ended June 30, 1999.  This  discussion  should be read in  conjunction  with the
Company's annual report on Form 10-KSB for the year ended December 31, 1998 (the
"1998 Form 10-KSB").

Statements  contained herein that are not historical  facts are  forward-looking
statements as that term is defined by the Private  Securities  Litigation Reform
Act of 1995.  Although the Company believes that the  expectations  reflected in
such forward-looking  statements are reasonable,  the forward-looking statements
are subject to risks and uncertainties that could cause actual results to differ
from those projected.  The Company cautions  investors that any  forward-looking
statements made by the Company are not guarantees of future performance and that
actual  results  may  differ  materially  from  those  in  the   forward-looking
statements.   Such  risks  and  uncertainties   include,   without   limitation,
fluctuations in demand, loss of subscribers, the quality and price of similar or
comparable wireless communications  services,  well-established  competitors who
have substantially  greater financial resources and longer operating  histories,
regulatory  delays or denials,  ability to complete  intended  market  roll-out,
access  to  sources  of  capital,  adverse  results  in  pending  or  threatened
litigation,  consequences of actions by the FCC, and general economics.  See the
Company's 1998 Form 10-KSB.

RESULTS OF OPERATIONS

A. SIX MONTHS ENDED JUNE 30, 1999 VERSUS SIX MONTHS ENDED JUNE 30, 1998


Total  revenues for the six months ended June 30, 1999  increased  $1,537,519 or
123.2%,  to $2,785,141  from  $1,247,622 for the six months ended June 30, 1998,
reflecting increases of $1,380,673 and $156,846, or 158.8% and 41.5%, in service
revenue and equipment sales and maintenance  revenue,  respectively.  Consistent
with the Company's  plan of operation to focus on recurring  revenues by selling
its commercial  Specialized  Mobile Radio ("SMR")  service  through  independent
dealers, the proportion of total revenues generated by service revenue increased
to 80.8% for the six months  ended  June 30,  1999 from 69.7% for the six months
ended June 30, 1998.  In such business  model,  the local dealer rather than the
Company  sells,  installs,  and  services  the radio  equipment  and records the
revenues and costs associated therewith while the Company receives the recurring
revenue  associated  with the sale of airtime  (service  revenue).  The  Company
anticipates  that the  proportion of total  revenues  from service  revenue will
continue to be the majority of the Compsny's revenue in future periods. However,
the Company is currently exploring other revenue generating opportunities. These
include  the  renting of  equipment  in  conjunction  with the sale of  airtime,
maintenance  contracts and direct  distribution in markets where the Company has
determined  indirect  distribution  is not  beneficial.  As of June 30, 1999 the
Company has yet to recognize any material revenue from these opportunities.


The $1,380,673 or 158.8% increase in service revenue,  from $869,359 for the six
months ended June 30, 1998 to $2,250,032 for the six months ended June 30, 1999,
was driven by an increase of  approximately  19,100 in the number of subscribers
utilizing the Company's SMR systems,  an increase of 124.0%,  from approximately
15,400 at June 30, 1998 to  approximately  34,500 at June 30, 1999. The increase
in subscribers was primarily due to full-scale  implementation of service by the
Company  in new  markets  during  such  period  as well as  continued  growth in
existing markets. Average pricing per subscriber unit remained comparable during
both periods.

The increase in equipment  sales and  maintenance  revenue of $156,846 or 41.5%,
from  $378,263  for the six months  ended June 30, 1998 to $535,109  for the six
months ended June 30, 1999, was  attributable  to the increased  availability of
capital for the six months ended June 30, 1999 as compared to the same period in
1998. The Company  anticipates that equipment sales and maintenance revenue will
remain relatively  constant and account for a slightly  declining share of total
revenues in the future.

                                       17
<PAGE>
Cost of service revenue increased by $425,615,  or 226.5%, from $187,869 for the
six months  ended June 30,  1998 to $613,484  for the six months  ended June 30,
1999.  This increase was  primarily  due to SMR system site expenses  associated
with additional  markets being  commercialized.  Gross margin on service revenue
decreased from 78.4% for the six months ended June 30, 1998 to 72.7% for the six
months ended June 30, 1999. This is attributed to an increased number of markets
that have not yet reached the maturity  stage and therefor  have yet to generate
significant operating margins.

Cost of equipment sales and maintenance revenue increased by $107,801, or 50.4%,
from  $213,841  for the six months  ended June 30, 1998 to $321,642  for the six
months  ended June 30, 1999.  This  increase is due to the increase in equipment
sales  and  maintenance  revenue  from the  related  periods.  Gross  margin  on
equipment sales and maintenance  revenue decreased from 43.5% for the six months
ended June 30,  1998 to 39.9% for the six months  ended June 30,  1999.  This is
attributable  to a higher level of sales being derived from  equipment  sales as
opposed  to  maintenance.  In  general,  maintenance  has a lower  cost of sales
associated with it and therefore a higher gross margin than equipment revenue.

General and  administrative  expenses  increased by $1,717,650,  or 56.3%,  from
$3,048,300  for the six months  ended June 30,  1998 to  $4,765,950  for the six
months ended June 30, 1999.  Salaries,  wages, and benefits expense (a component
of general and  administrative  expenses)  increased by $629,659 or 48.8%,  from
$1,289,111  for the six months  ended June 30,  1998 to  $1,918,770  for the six
months  ended  June 30,  1999.  This  increase  is  primarily  due to  personnel
additions,  largely in operational  areas,  made in connection  with the Company
starting to transition from aggregating SMR spectrum to constructing, marketing,
and rolling out commercial SMR service.  Relative to total  revenues,  salaries,
wages,  and  benefits  expense was 68.9% for the six months  ended June 30, 1999
compared with 103.3% for the six months ended June 30, 1998.  Remaining  general
and  administrative  expense increased 61.8% or $1,087,991,  from $1,759,189 for
the six months ended June 30, 1998 to  $2,847,180  for the six months ended June
30, 1999. The increase in the remaining general and  administrative  expense was
primarily  due  to  increases  of  approximately  $142,000  in  advertising  and
marketing, which is line with the revenue growth, $175,000 in expense associated
with  non-commercial  markets,  $360,000 in  professional  fees  associated with
potential  acquisitions,  securing of additional  funding and  consulting  fees,
$80,000 in legal expenses  associated with litigation,  and $258,000 in customer
acquisition  costs  paid to  dealers  and  partners  in the  Company's  indirect
distribution channels, which is also in line with the revenue growth.

Depreciation and amortization expense increased $466,818 or 98.6%, from $473,372
for the six months ended June 30, 1998 to $940,190 for the six months ended June
30, 1999,  reflecting  larger amounts of licenses and  infrastructure  placed in
service associated with construction and implementation of new commercial sites.

Due to the foregoing,  total operating expenses  increased  $2,717,884 or 69.3%,
from $3,923,382 for the six months ended June 30, 1998 to $6,641,266 for the six
months ended June 30, 1999, and the Company's loss from operations  increased by
$1,180,365 or 44.1%, from $2,675,760 to $3,856,125, for such respective periods.

Interest  expense,  net of interest income,  increased  595,372,  or 73.2%, from
$813,185 for the six months ended June 30, 1998 to $1,408,557 for the six months
ended June 30, 1999, due to higher debt balances  associated  with notes payable
issued to exercise license options and new loan facilities.

Based on the  foregoing,  the  Company's  net  loss  before  extraordinary  item
increased $1,677,010 or 45.2%, from $3,706,456 for the six months ended June 30,
1998 to $5,383,466 for the six months ended June 30, 1999.

During the six months ended June 30, 1999 the Company had an extraordinary  loss
of $194,967  and there was no such  charge in the same  period  last year.  This
charge was due to the write off of debt issuance costs and prepayment  penalties
associated  with the  prepayment and  termination  of certain credit  facilities
which were replaced with the GATX Facility (as defined below).

                                       18
<PAGE>
The Company's net loss increased  $1,871,977 or 50.5%,  from  $3,706,456 for the
six months ended June 30, 1998 to  $5,578,433  for the six months ended June 30,
1999.  This  increase was  primarily  the result of an increase of $1,180,365 in
loss from operations and an increase in other expenses of $496,645.

B.  THREE MONTHS ENDED JUNE 30, 1999 VERSUS THE THREE MONTHS ENDED JUNE 30, 1998

Total  revenues for the three months ended June 30, 1999  increased  $791,357 or
108.2%,  to  $1,522,827  from $731,470 for the three months ended June 30, 1998,
reflecting  increases of $723,960 and $67,397,  or 145.5% and 28.8%,  in service
revenue and equipment sales and maintenance  revenue,  respectively.  Consistent
with the Company's  plan of operation to focus on recurring  revenues by selling
its commercial SMR service through independent  dealers, the proportion of total
revenues  generated by service  revenue  increased to 80.2% for the three months
ended June 30, 1999 from 68.0% for the three months ended June 30, 1998.

The $723,960 or 145.5% increase in service revenue,  from $497,721 for the three
months  ended June 30, 1998 to  $1,221,681  for the three  months ended June 30,
1999,  was  driven  by  the  same  increase  in  subscribers.  The  increase  in
subscribers  was primarily due to  full-scale  implementation  of service by the
Company  in new  markets,  during  such  period as well as  continued  growth in
existing markets.

The increase in  equipment  sales and  maintenance  revenue of $67,397 or 28.8%,
from $233,749 for the three months ended June 30, 1998 to $301,146 for the three
months ended June 30, 1999, was  attributable  to the increased  availability of
capital in the three  months  ended June 30, 1999 as compared to the same period
in 1998.

Cost of service revenue increased by $225,254,  or 215.1%, from $104,734 for the
three months ended June 30, 1998 to $329,988 for the three months ended June 30,
1999.  This increase was  primarily  due to SMR system site expenses  associated
with additional  markets being  commercialized.  Gross margin on service revenue
decreased  from 79.0% for the three  months ended June 30, 1998 to 73.0% for the
three months ended June 30, 1999.  This is attributed to an increased  number of
markets  that have not yet reached the maturity  stage and therefor  have yet to
generate significant operating margins.

Cost of equipment sales and maintenance  revenue increased by $70,862, or 62.1%,
from $114,043 for the three months ended June 30, 1998 to $184,905 for the three
months  ended June 30, 1999.  This  increase is due to the increase in equipment
sales  and  maintenance  revenue  from the  related  periods.  Gross  margin  on
equipment  sales and  maintenance  revenue  decreased  from  51.2% for the three
months  ended June 30, 1998 to 38.6% for the three  months  ended June 30, 1999.
This is  attributable  to a higher level of sales being  derived from  equipment
sales as opposed to  maintenance.  In general,  maintenance  has a lower cost of
sales  associated  with it and  therefore a higher gross  margin than  equipment
revenue.

General and  administrative  expenses  increased  by  $689,142,  or 39.1%,  from
$1,762,650  for the three months ended June 30, 1998 to $2,451,792 for the three
months ended June 30, 1999.  Salaries,  wages, and benefits expense (a component
of general and  administrative  expenses)  increased by $250,510 or 33.2%,  from
$755,432 for the three months  ended June 30, 1998 to  $1,005,942  for the three
months  ended  June 30,  1999.  This  increase  is  primarily  due to  personnel
additions,  largely in operational  areas,  made in connection  with the Company
starting to transition from aggregating SMR spectrum to constructing, marketing,
and rolling out commercial SMR service.  Relative to total  revenues,  salaries,
wages,  and benefits  expense was 66.1% for the three months ended June 30, 1999
compared with 103.3% for the three months ended June 30, 1998. Remaining general
and administrative expense increased 43.6% or $438,632,  from $1,007,218 for the
three months ended June 30, 1998 to  $1,445,850  for the three months ended June
30, 1999. The increase in the remaining general and  administrative  expense was
primarily  due to  increases  of  approximately  $170,000 in  professional  fees
associated  with various  consulting  fees,  $70,000 in expense  associated with
non-commercial  markets  and  $140,000  in  customer  acquisition  costs paid to
dealers and partners in the Company's indirect distribution channels which is in
line with the revenue growth.

                                       19
<PAGE>
Depreciation and amortization expense increased $216,953 or 77.7%, from $279,238
for the three  months ended June 30, 1998 to $496,191 for the three months ended
June 30, 1999,  reflecting larger amounts of licenses and infrastructure  placed
in service  associated with  construction and  implementation  of new commercial
sites.

Due to the foregoing,  total operating expenses  increased  $1,202,211 or 53.2%,
from  $2,260,665  for the three months ended June 30, 1998 to $3,462,876 for the
three  months  ended  June 30,  1999,  and the  Company's  loss from  operations
increased  by  $410,854  or  26.9%,  from  $1,529,195  to  $1,940,049,  for such
respective periods.

Interest expense,  net of interest income,  increased 450,699,  or 127.7%,  from
$352,815  for the three  months  ended June 30, 1998 to  $803,514  for the three
months ended June 30, 1999,  due to higher debt balances  associated  with notes
payable issued to exercise license options and new loan facilities.

Based on the foregoing, the Company's net loss increased $902,077 or 47.3%, from
$1,907,310  for the three months ended June 30, 1998 to $2,809,387 for the three
months ended June 30, 1999.

LIQUIDITY AND CAPITAL RESOURCES

The  Company's   capital   requirements  have  been  and  will  continue  to  be
significant.  The Company  believes  that during the next twelve  months it will
require substantial  additional funding.  Approximately $13.5 million was funded
in March of 1999 and an additional  $7.5 million was funded in August 1999 under
a debt facility with GATX Capital  Corporation  (the "GATX  Facility)  (see 1998
Form 10-KSB for a complete description of the GATX Facility). Additional amounts
will be required for commercial  implementation  of its SMR services and ongoing
operating  expenses.  To meet such  funding  requirements  the Company is in the
process of obtaining  additional  funding  including the possible  funding of an
additional  $6 million  under the GATX  Facility and possible  vendor  financing
arrangements currently being evaluated but not yet consummated.  There can be no
assurances that the Company will be able to  successfully  obtain the additional
financings  currently  contemplated,   or  will  be  otherwise  able  to  obtain
sufficient financing to consummate the Company's business plan.

The Company anticipates,  based on its current plans and assumptions relating to
its growth and operations,  that the proceeds from the completed  financings and
planned  revenues will not be  sufficient to satisfy the Company's  contemplated
cash  requirements  for the next 12 months and that the Company will be required
to raise  additional  funds. In addition,  in the event that the Company's plans
change or its assumptions prove to be inaccurate (due to unanticipated expenses,
delays, problems, or otherwise),  the Company may be required to seek additional
funding sooner than anticipated.  The Company believes it has developed adequate
contingency  plans,  however,  the  failure  to  consummate  the  aforementioned
potential financing with GATX as currently contemplated, or at all, could have a
material  adverse  effect on the Company,  including the risk of  liquidation of
assets or bankruptcy.  Such contingency plans include pursuing similar financing
arrangements with other  institutional  investors and lenders,  selling selected
channels,  and focusing solely on the 93 markets in which commercial service has
already been implemented. This latter course might entail ceasing further system
expansion in such markets (which in the aggregate are  generating  positive cash
flow) and reducing  corporate staff to the minimal level necessary to administer
such markets.  The Company believes that this strategy could provide  sufficient
time and  resources to raise  additional  capital or sell  selected  channels in
order to resume its growth. However, there can be no assurances that this or any
of the Company's  contingency plans would adequately  address the aforementioned
risks, or that the Company will attain overall profitability.

                                       20
<PAGE>
The Company's auditors' opinion for the year ended December 31, 1998 includes an
explanatory  paragraph  which  expresses  substantial  doubt about the Company's
ability to continue as a going  concern.  The Company's  consolidated  financial
statements have been prepared assuming that the Company will continue as a going
concern.  As  discussed  in Item 1,  Footnote  2 to the  consolidated  financial
statements,  the Company has suffered  recurring losses from  operations,  has a
working capital deficiency and accumulated  deficit that raise substantial doubt
about its ability to continue as a going concern.  Management's  plans in regard
to these  matters are also  described  in Item 1,  Footnote 2. The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty. (See 1998 Form 10-KSB)

During the six months ended June 30, 1999 and 1998, the Company used net cash in
operating  activities  of  $5,050,589  and  $800,616,  respectively.  The  major
non-operations  use of cash for the six months  ended June 30, 1999 and 1998 was
the acquisition of  communications  assets for expansion and capacity  upgrades.
The major  non-operations  source of cash for the six months ended June 30, 1999
and 1998 was proceeds from the issuance of long-term debt and equity.

YEAR 2000 ISSUES

The Year 2000 problem arose because many existing computer programs use only the
last two digits to refer to a year.  Therefore,  these computer  programs do not
properly recognize a year that begins with "20" instead of the familiar "19". If
not  corrected,  many  computer  applications  could  fail or  create  erroneous
results.

The Company has addressed  its state of readiness  for Year 2000 and  Management
believes that the Company will be compliant by the end of 1999.  The Company has
evaluated  and is currently  upgrading  its internal  hardware and software that
enables the Company to load subscribers, capture call records, generate customer
bills and facilitate internal communications. All internal hardware and software
is  expected  to be fully  tested by the end of the third  quarter of 1999.  The
Company has  contacted  the  necessary  hardware and software  vendors about its
plan,  and  Management  believes  that all the  necessary  Year  2000  compliant
hardware and software is currently available and can be implemented  quickly. At
the  current  time  Management  estimates  the cost of internal  evaluation  and
upgrades not to exceed $100,000.

The  Company's  accounting  software  is now Year 2000  compliant.  The  Company
primarily uses Microsoft products for internal data storage and  communications.
The Company has contacted Microsoft and has been assured that these products are
Year 2000  compliant.  In addition,  the Company relies on third party switching
systems to monitor its systems usage.  These systems are primarily  manufactured
by Motorola.  The company has  contacted  Motorola and has been assured that the
Motorola switching systems are Year 2000 compliant.

To a lesser  extent,  the  Company  also relies on various  third party  service
providers and the Company  cannot  independently  assess the impact of Year 2000
challenges  and  compliance  activities  and  programs  involving  operators  of
utilities and other service providers (such as electric  utilities and voice and
data utilities). The Company therefore must rely on utility providers' estimates
of their own Year 2000  challenges  and the status of their  related  compliance
activities  and  programs in the  Company's  own Year 2000  assessment  process.
Because  the  Company's  systems  will be  dependent  upon the  systems of other
service providers, any disruption of operations in the computer programs of such
service  providers  would  likely  have  an  impact  on the  Company's  systems.
Moreover,  there can be no  assurance  that such impact will not have a material
adverse effect on the Company's operations

                                       21
<PAGE>
The Company has assessed its risks  associated  with the Year 2000 issue and has
concluded  that,  unless third party providers are unable to continue to provide
the Company with their services or Motorola is unable to supply the Company with
its  products,  the  effects  of the Year 2000  issue  will not have a  material
adverse effect on the Company.  While  Management  believes that the Company has
timely and adequately planned for the Year 2000 issue, there can be no assurance
that the  Company's  plan will achieve its goals or that third  parties that the
Company relies on have adequate plans to address this issue.

If the Company is unable to gather and  process  data  electronically,  it has a
contingency  plan to gather and process  data  manually.  This process will be a
temporary  solution and will require  substantially  more  resources  than would
otherwise be required, however Management believes that it could resume business
for a period of time using this contingency plan.

ITEM 2A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of June 30, 1999 all the Company's long term debt bears fixed interest rates,
however,  the  fair  market  value  of this  debt is  sensitive  to  changes  in
prevailing  interest  rates.  The Company  runs the risk that market  rates will
decline and the required  payments will exceed those based on the current market
rate.  The Company does not use interest rate  derivative  instruments to manage
its exposure to interest rate changes.

                                       22
<PAGE>
PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Goodman/Chan   Waiver.   Nationwide   Digital   Data  Corp.   and   Metropolitan
Communications Corp. among others (collectively,  "NDD/Metropolitan"), traded in
the  selling  of SMR  application  preparation,  filing  services  and  in  some
instances construction services to the general public. Most of the purchasers in
these  activities  had little or no  experience  in the wireless  communications
industry.  Based on  evidence  that  NDD/Metropolitan  had not  fulfilled  their
construction and operation obligations to over 4,000 applicants who had received
FCC licenses  through  NDD/Metropolitan,  the Federal Trade  Commission  ("FTC")
filed suit against  NDD/Metropolitan  in January,  1993, in the Federal District
Court for the Southern  District of New York  ("District  Court").  The District
Court  appointed  Daniel R. Goodman (the  "Receiver")  to preserve the assets of
NDD/Metropolitan.  In the course of the  Receiver's  duties,  he together with a
licensee,  Dr.  Robert  Chan,  who had  received  several FCC  licenses  through
NDD/Metropolitan's  services,  filed a request to extend the construction period
for each of 4,000 SMR stations.  At that time, licensees of most of the stations
included in the waiver  request  ("Receivership  Stations")  were  subject to an
eight-month  construction  period.  On May 24, 1995, the FCC granted the request
for extension.  The FCC reasoned that the Receivership  Stations were subject to
regulation  as  commercial  mobile  radio  services  stations,  but had not been
granted the extended  construction  period to be awarded to all CMRS  licensees.
Thus,  in an effort to be  consistent  in its  treatment of  similarly  situated
licensees,  the FCC granted an additional  four months in which to construct and
place the Receivership  Stations in operation (the "Goodman/Chan  Waiver").  The
Goodman/Chan Waiver became effective upon publication in the Federal Register on
August  27,  1998.  Moreover,  the FCC  released a list on October 9, 1998 which
purported to clarify the status of relief  eligibility  for licenses  subject to
the August 27, 1998  decision.  Subsequently  the FCC also  released a purported
final list of the Receivership Stations.

On the basis of a previous  request  to the  Receiver  and a  separate  previous
request for assistance to the FCC's Licensing  Division by the Company,  the FCC
and the Receiver  examined and marked a list provided by the Company.  The FCC's
and the  Receiver's  markups  indicated  those  stations  held by the Company or
subject to management and option  agreements,  which the FCC and/or the Receiver
considered to be, at that time, Receivership Stations and/or stations considered
"similarly  situated" and thus eligible for relief.  From the communication from
the Receiver,  the Company believes that  approximately 800 of the licenses that
it owns or manages are  Receivership  Stations or otherwise  entitled to relief.
For its own  licenses  and under the  direction  of each  licensee  for  managed
stations, the Company proceeded with timely construction of those stations which
the  Company  reasonably  believes  to be  Receivership  Stations  or  otherwise
entitled to relief.  The Company received relief on  approximately  150 licenses
under the Goodman/Chan  proceedings and from the official communication from the
FCC, the Company believes that approximately 650 licenses should be eligible for
relief as "similarly situated".  Initial review of the Commission's Goodman/Chan
Order indicated a potentially favorable outcome for the Company as it pointed to
a grant of relief for a significant number of the Company's owned and/or managed
licenses  which  were  subject  to the  outcome  of the  Goodman/Chan  decision.
However,  on  October  9,  1998 a release  from the  Offices  of the  Commercial
Wireless Division of the FCC's Wireless  Telecommunication Bureau announced that
because  of  a  technicality   relating  to  the  actual  filing  dates  of  the
construction deadline waiver requests by certain of the subject licensees,  some
licenses  which  the  FCC  staff  earlier  had  stated  would  be  eligible  for
construction  extension  waivers due to the similarity of circumstances  between
those licensees and the  Goodman/Chan  licensees,  would not actually be granted
final construction  waivers.  The Commission has subsequently begun a process of
deleting  certain of the  Company's  licenses in this category from its official
licensing database.  Prior to the release of the October 9, 1998, Public Notice,
the Company  constructed  and placed into operation  certain  licenses from this
category  based  on  information  received  from the FCC and the  Receiver.  The
Company  is in the  process  of  determining  which  licenses  have in fact been
deleted;  however,  due to  the  disparity  between  the  FCC's  lists  and  its
subsequent  treatment of such lists as well as  continuing  modification  of the
FCC's  license  database,  the Company is  uncertain as to which,  if any,  will
remain deleted under the FCC's current procedures.

                                       23
<PAGE>
In response, on November 9, 1998, Chadmoore filed a Petition for Reconsideration
at the FCC seeking reversal of the action  announced in the Commercial  Wireless
Division Public Notice.  The Company asked that the relief be reinstated for its
impacted licenses.  Moreover,  on February 1, 1999, the Company,  in conjunction
with other aggrieved  parties,  filed a petition with the United States Court of
Appeals  for the  District  of Columbia  Circuit  seeking  reversal of the FCC's
decision  and a remand of the  decision  to the FCC with  instructions  from the
court to reinstate  the  licenses  for which  relief had been  denied.  Argument
before the court was held on May 4, 1999.  The petitions of the Receiver and all
"similarly  situated"  parties  were  consolidated  into a single  briefing  and
argument  before  the court.  In an  opinion  issued  July 15,  1999,  the court
dismissed all the petitions filed by the Goodman/Chan licensees. The court noted
in its opinion that the receiver did not have  standing to seek relief on behalf
of the licensees and the  similarly  situated  parties had filed their appeal at
the FCC in an untimely manner.  Thus,  rather than hearing the merits underlying
the case, the judges dismissed the petitions on procedural grounds.

The dismissal of the Petitions, while a problem for the other parties before the
court,  appears not to be a bar to the Company's  efforts to seek relief in this
instance,  but simply  requires  that the Company  await the FCC's action on the
Company's  pending  Petition  for  Reconsideration.  In  reviewing  the  Court's
opinion,  the  Company's  Management  believes  that the court has left open the
possibility   of  a  rehearing  on  the  merits  should  the  FCC  fail  to  act
affirmatively,  in the  interim,  on timely  filed  and  pending  Petitions  for
Reconsideration  of the October 9, 1999 list.  Thus,  as Chadmoore  was the only
party  before the court  which had  timely  filed  such a  petition,  Management
believes the potential for a rehearing on the merits would be applicable only to
Chadmoore should the FCC not act  affirmatively on Chadmoore's  pending Petition
for Reconsideration.

Accordingly, Chadmoore has initiated discussions with officials in Washington in
an effort to obtain  affirmative  action at the FCC on the pending  Petition for
Reconsideration;  however,  should such efforts not prove  fruitful,  Management
believes  the way is clear for a hearing on the merits of the case in the United
States  Court of  Appeals  for the  District  of  Columbia  Circuit.  Due to the
uncertainty surrounding both the FCC's administrative process in managing review
of the Company's  pending  petition and the docket  calendar of the court, it is
not possible, at this time, for Management to predict, with any reasonable level
of  reliability,  a timetable for when action on these  pending  matters will be
concluded.  Approximately 650 of those licenses purchased by or under option and
management  agreements  with the Company are among those which the FCC initially
has refused to afford  relief  pursuant to the  Commercial  Wireless  Division's
October 9, 1998,  Public Notice.  Thus, it is possible that the Company's  owned
and/or  managed  licenses  which are  encompassed  within  the  denial of relief
pursuant to the October 9, 1998 Public Notice,  could be permanently canceled by
the FCC for  failure  to comply  with its  construction  requirements.  If these
licenses  are in fact  cancelled  by the  FCC,  it would  result  in the loss of
licenses with a book value of  approximately  $6,200,000 and the loss of certain
subscribers  to the Company's  services,  which while not  considered  probable,
could result in a material adverse effect on the Company's financial  condition,
results of operations  and  liquidity and could result in possible  fines and/or
forfeitures levied by the FCC. The Company has prepared these estimates based on
the best information available at the time of this filing. Once again, there has
been no list  published by the FCC in this matter which the Company feels it may
rely upon. Therefore,  the Company has commenced the above-described  litigation
to clarify this matter.  Based on the  preceding,  no provision has been made in
the accompanying unaudited interim consolidated financial statements.

The Receiver has requested that the Company replace some of the existing options
and management agreements with Goodman/Chan licensees with promissory notes. The
Company  engaged in  discussions  with the Receiver in this regard,  but did not
reach a final  determination  and  concluded  that no  further  discussions  are
warranted at this time.  However,  there can be no assurances  that the Receiver
would not  decide to take  actions  in the  future to  challenge  the  Company's
agreements  with  Goodman/Chan  licensees,  including  the  Company's  rights to
licenses  under  such  agreements,  in an  effort  to  enhance  the value of the
Receivership estate.

                                       24
<PAGE>
Airnet,  Inc. v. Chadmoore  Wireless Group, Inc. Case No. 768473,  Orange County
Superior Court On April 3, 1997,  Airnet,  Inc.  ("Airnet") served a summons and
complaint on the Company,  alleging  claims related to a proposed merger between
Airnet  and the  Company  that never  materialized.  In  particular,  Airnet has
alleged that a certain "letter of intent"  obligated the parties to complete the
proposed merger. The Company denied this allegation.

On February 2, 1998, the Company filed a Cross-Complaint  against Airnet as well
as  three  other  named  cross-defendants   related  to  Airnet:  Uninet,  Inc.,
("Uninet") Anthony Schatzlein ("Schatzlein") and Dennis Houston ("Houston").

A non-binding  mediation was conducted  before a retired superior court judge on
August 21, 1998,  and a confidential  settlement  was reached.  The parties have
since  executed a written  Settlement  Agreement  settling  all claims and cross
claims. Pursuant to the terms of the settlement,  the Company has issued 525,000
shares  of its  Common  Stock  and the  parties  have  executed  mutual  general
releases.

Chadmoore Communications, Inc. v. John Peacock Case No. CV-S-97-00587-HDM (RLH),
United States District Court for the District of Nevada

In  September  1994,  CCI  entered  into a two year  consulting  agreement  (the
"Consulting Agreement") with John Peacock ("Peacock") to act as a consulting and
technical advisor to CCI concerning certain SMR stations. In May, 1997 CCI filed
a complaint against Peacock for declaratory relief in the United States District
Court for the District of Nevada, seeking a declaration of the respective rights
and obligations of CCI under the Consulting Agreement.

Subsequently,  CCI  added  claims  against  Peacock  and two  related  purported
entities  arising  out of  Peacock's  conduct  with  regard  to  the  Consultant
Agreement  and certain  finder's  preferences.  Subsequently,  Peacock  added an
affirmative  claim against CCI for breach of contract,  alleging his entitlement
to certain bonus compensation that he alleges was not paid to him.

On January 22, 1999,  CCI reached a settlement in principle of the dispute.  The
settlement was reduced to a  comprehensive  written  settlement  agreement which
became  effective on March 5, 1999.  Under the terms of the settlement,  Peacock
will receive (1) certain  rights with respect to a finder's  preference  pending
against a five-channel SMR station in Memphis,  Tennessee (WNZR202); (2) certain
rights  with  respect  to  other  finder's  preference   proceedings  which  are
determined by CCI in its sole discretion to be  undesirable;  and (3) 10% of the
independently  determined  value of the wide area license,  if any,  issued as a
result of a certain finder's preference proceeding filed by CCI. Under the terms
of the  settlement,  CCI will  receive a right of first  refusal with respect to
certain assets belonging to Peacock. In addition, the settlement contains mutual
general releases and covenants to dismiss pending proceedings. On March 5, 1999,
CCI and Peacock  executed a Voluntary  Dismissal  With  Prejudice  of all claims
asserted in the  District  Court  litigation.  However,  despite  CCI's  demand,
Peacock  has  refused  to dismiss a finder's  preference  proceeding  concerning
station  WZC790 in Memphis,  Tennessee,  which is owned by a  subsidiary  of the
Company.  The  Company is  presently  evaluating  its  options  with  respect to
enforcement of the Agreement in this regard. For his part, Peacock is contending
that CCI is in breach of the Settlement  Agreement  because of CCI's action with
respect to the finder's preference proceeding concerning station WZC790. Peacock
has filed a motion with the District Court seeking enforcement of the Settlement
Agreement, but it is not clear what relief Peacock is seeking.
There has been no accrual  reflected in the Company's  financial  statements for
this matter.

Pursuant  to the FCC's  jurisdiction  over  telecommunications  activities,  the
Company  is  involved  in  pending  routine  matters  before  the FCC  which may
ultimately affect the Company's operations.

                                       25
<PAGE>
ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.

None.

ITEM 5.  OTHER INFORMATION.

None.









                                       26
<PAGE>
ITEM 6.  EXHIBITS AND CURRENT REPORTS ON FORM 8-K

(a)(1)      A list of the financial statements and schedules thereto as filed in
            this report reside at Item 1.

(a)(2)      The following exhibits are submitted herewith:


   EXHIBIT
   NUMBER                    DESCRIPTION

2.1      Agreement  and Plan of  Reorganization  dated  February 2, 1995, by and
         between  the  Registrant  (f/k/a  CapVest  Internationale,   Ltd.)  and
         Chadmoore Communications,  Inc. (Incorporated by reference to Exhibit 1
         of the Registrants Form 8-K, date of earliest event reported-  February
         21, 1995 the "Form 8-K")

2.2      Addendum to the Agreement and Plan of  Reorganization,  dated  February
         21, 1995, by and between the Registrant (f/k/a CapVest  Internationale,
         Ltd.) and Chadmoore Communications,  Inc. (Incorporated by reference to
         Exhibit 1 of the Registrants Form 8-K.

2.3      Addendum No. 2 to the Agreement and Plan of Reorganization, dated March
         31, 1995, by and between the Registrant (f/k/a CapVest  Internationale,
         Ltd.) and Chadmoore Communications,  Inc. (Incorporated by reference to
         Exhibit 1 of the Form 8-K.

3.1      Articles of  Incorporation  (Incorporated  by reference to Exhibit 1 of
         the Form 8.

3.2      Articles of Amendment to the Articles of  Incorporation  filed November
         1, 1988  (Incorporated  by reference to Exhibit 3.2 to the Registrant's
         Form 10-KSB for the year ended December 31, 1995)

3.3      Articles of Amendment to the Articles of Incorporation  filed April 28,
         1995 (Incorporated by reference to Exhibit 3.3 to the Registrant's Form
         10-KSB for the year ended December 31, 1995)

3.4      Articles of Amendment to the Articles of  Incorporation  filed April 1,
         1996 (Incorporated by reference to Exhibit 3.4 to the Registrant's Form
         10-KSB for the year ended December 31, 1995)

3.5      Articles of Amendment to the Articles of Incorporation  filed April 11,
         1996 (Incorporated by reference to Exhibit 3.5 to the Registrant's Form
         10-KSB for the year ended December 31, 1995)

3.6      Bylaws  (Incorporated  by  reference  to Exhibit 3 to the  Registrant's
         Registration Statement on Form S-18 (33-14841-D))

4.1      Form of Warrant  Certificate  (Incorporated by reference to Exhibit 4.1
         to the Registrant's Form 10-KSB for the year ended December 31, 1995)

4.2      Registration Rights Agreement (Incorporated by reference to Exhibit 4.2
         to the Registrant's Form 10-KSB for the year ended December 31, 1995)

4.3      Certificate  of  Designation  of  Rights  and  Preferences  of Series A
         Convertible   Preferred  Stock  of  the  Registrant   (Incorporated  by
         reference to Exhibit 3.4 to the  Registrant's  Form 10-KSB for the year
         ended December 31, 1995)

4.4      Certificate  of  Designation  of  Rights  and  Preferences  of Series B
         Convertible   Preferred  Stock  of  the  Registrant   (Incorporated  by
         reference to Exhibit 4.3 to the  Registrant's  Form  8-Kfiled  with the
         Commission on December 31, 1996)

                                       27
<PAGE>
4.5      Certificate  of  Designation  of  Rights  and  Preferences  of Series C
         Convertible   Preferred  Stock  of  the  Registrant   (Incorporated  by
         reference  to Exhibit 4.1 to the  Registrant's  Form 8-K filed with the
         Commission on May 15, 1998 (the "REI Form 8-K"))

4.6      Senior  Secured  Loan  Agreement,  dated  March 2, 1999,  between  GATX
         Capital  Corporation  ("GATX"),  the  Registrant  and its  subsidiaries
         (Incorporated by reference to Exhibit 10.1 of the Registrant's  Current
         Report on Form 8-K filed on March 16, 1999 ("GATX Form 8-K")

9.1      Shareholders Agreement, dated May 1, 1998, by and among the Registrant,
         Recovery  Equity  Investors,  II,  L.L.P  ("REI")  and  Robert W. Moore
         (Incorporated by reference to Exhibit 10.6 of the REI Form 8-K)

10.1     Amended   Nonqualified   Stock  Option  Plan  dated  October  12,  1995
         (Incorporated  by reference to Exhibit  10.1 to the  Registrant's  Form
         10-KSB for the year ended December 31, 1995)*

10.2     Employee  Benefit  and  Consulting  Services  Plan  dated  July 7, 1995
         (Incorporated by reference to Exhibit 4.1 to the Registration Statement
         on Form S-8 effective July 12, 1996 (file no. 33-94508))*

10.3     First  Amendment to the Employee  Benefit and Consulting  Services Plan
         dated December 8, 1995 (Incorporated by reference to Exhibit 4.1 to the
         Registration Statement on Form S-8 effective December 1, 1996 (file no.
         33-80405))*

10.4     Employment  Agreement  between  the  Registrant  and  Robert  W.  Moore
         effective  as of April 21, 1995  (Incorporated  by reference to Exhibit
         10.4 to the  Registrant's  Form 10-KSB for the year ended  December 31,
         1995)*

10.5     Integrated  Dispatch Enhanced Network ("iDEN") Purchase Agreement dated
         February  28, 1996 by and between the  Registrant  and  Motorola,  Inc.
         (Incorporated  by reference to Exhibit  10.7 to the  Registrant's  Form
         10-KSB for the year ended December 31, 1995)

10.6     Amendment Number 001 to the Integrated Dispatch Enhanced Network (iDEN)
         Purchase  Agreement dated March 25, 1996  (Incorporated by reference to
         Exhibit  10.8  to the  Registrant's  Form  10-KSB  for the  year  ended
         December 31, 1995)

10.7     Asset  Purchase  Agreement  dated  November  2,  1994  by  and  between
         Chadmoore Communications,  Inc., and General Communications Radio Sales
         and  Service,  Inc.,  General  Electronics,  Inc.  and Richard Day with
         Exhibits  (Incorporated by reference to Exhibit 2.2 of the Registrant's
         Form 8-K,  dated March   , 1996 ("the  Gencom  8-K"),  date of earliest
         event reported March 8, 1996)

10.8     Modification  to Asset  Purchase  Agreement  dated March 8, 1996 by and
         between  Chadmoore  Communications,  Inc., the Registrant and Chadmoore
         Communications  of  Tennessee,  Inc. and General  Communications  Radio
         Sales and Service, Inc., General Electronics, Inc. and Richard Day with
         Exhibits  (Incorporated  by reference to Exhibit 2.1 of the Gencom 8-K,
         date of earliest event reported March 8, 1996)

                                       28
<PAGE>
10. 9    Stock Purchase  Agreement dated June 14, 1996, by and between Chadmoore
         Wireless Group,  Inc. and Libero Limited  (Incorporated by reference to
         Exhibit 10.11 to the Registrant's Form 8-K, under dated June 28, 1996)

10.10    Purchase Agreement between Motorola, Inc. and Chadmoore Wireless Group,
         Inc.  and  Chadmoore  Communications,   Inc.  dated  October  25,  1996
         (Incorporated  by reference to Exhibit 10.12 to the  Registrant's  Form
         10-KSB for the year ended December 31, 1996)

10.11    Promissory Note executed by Chadmoore  Communications,  Inc. payable to
         Motorola,  Inc., dated December 30, 1996. (Incorporated by reference to
         Exhibit  10.13 to the  Registrant's  Form  10-KSB  for the  year  ended
         December 31, 1996)

10.12    Guarantee of Security  Agreement  executed by Chadmoore Wireless Group,
         Inc.,   in  favor  of  Motorola,   Inc.,   dated   December  30,  1996.
         (Incorporated  by reference to Exhibit 10.14 to the  Registrant's  Form
         10-KSB for the year ended December 31, 1996)

10.13    Restructuring  Agreement  Regarding  8%  Convertible  Debentures  dated
         September  19, 1997, by and between  Chadmoore  Wireless  Group,  Inc.,
         Cygni S.A., and Willora Registrant  Limited  (Incorporated by reference
         to Exhibit 10.12 to the  Registrant's  Form 8-K,  under Item 9, date of
         earliest event reported - September 19, 1997)

10.14    Transfer and Release  Agreement  effective  September  26, 1997, by and
         between  Chadmoore  Wireless  Group,  Inc.  and  LDC  Consulting,  Inc.
         (Incorporated  by reference to Exhibit 10.13 to the  Registrant's  Form
         8-K,  under Item 5, date of earliest  event  reported -  September  26,
         1997)

10.15    Certificate  of  Designation  of Rights and  Preferences of Convertible
         Preferred Stock Series B of the Registrant.  (Incorporated by reference
         to  Exhibit  4.5 to the  Registrant's  Form 8-K,  under Item 9, date of
         earliest event reported December 23, 1997)

10.16    Form of Stock Purchase  Warrant issued in connection  with the Series B
         8% Convertible Preferred Stock Offshore Subscription Agreement dated on
         or about December 10, 1997 (Incorporated by reference to Exhibit 4.6 to
         the  Registrant's  Form  8-K,  under  Item 9,  date of  earliest  event
         reported December 23, 1997)

10.17    Form of Series B 8% Convertible  Preferred Stock Offshore  Subscription
         Agreement  dated  on  or  about  December  10,  1997  (Incorporated  by
         reference to Exhibit 10.15 to the Registrant's  Form 8-K, under Item 9,
         date of earliest event reported - December 23, 1997)

10.18    Form of Amendment No. 1 to Offshore Subscription Agreement for Series B
         8%  Convertible  Preferred  Stock dated on or about  February  17, 1998
         (Incorporated  by reference to Exhibit 10.16 to the  Registrant's  Form
         8-K, under Item 9, date of earliest event reported - February 17, 1998)

10.19    Employment  Agreement between the Registrant and Robert Moore effective
         as of January 1, 1997  (Incorporated  by reference to Exhibit  10.21 to
         the Registrant's Form 10-KSB for the year ended December 31, 1997)*

10.20    Employment  Agreement  between the Registrant and Rick Rhodes effective
         as of December 10, 1998  (Incorporated by reference to Exhibit 10.20 to
         the Registrant's Form 10-KSB for the year ended December 31, 1998)*

                                       29
<PAGE>
10.21    Investment  Agreement dated May 1, 1998, between the Registrant and REI
         (Incorporated  by  reference  to  Exhibit  10.1  of the REI  Form  8-K)
         (Incorporated  by reference to Exhibit 10.21 to the  Registrant's  Form
         10-KSB for the year ended December 31, 1998)

10.22    Registration   Rights  Agreement,   dated  May  2,  1998,  between  the
         Registrant  and REI  (Incorporated  by reference to Exhibit 10.2 of the
         REI Form 8-K)

10.23    Stock  Purchase  Warrant,  dated  May 1,  1998,  issued  to REI for the
         purchase of 4,000,000 shares of Common Stock (Incorporated by reference
         to Exhibit 10.3 of the REI Form 8-K)

10.24    Stock  Purchase  Warrant,  dated  May 1,  1998,  issued  to REI for the
         purchase  of  14,612,796  shares  of  Common  Stock   (Incorporated  by
         reference to Exhibit 10.4 of the REI Form 8-K)

10.25    Stock  Purchase  Warrant,  dated  May 1,  1998,  issued  to REI for the
         purchase  of  10,119,614  shares  of  Common  Stock   (Incorporated  by
         reference to Exhibit 10.5 of the REI Form 8-K)

10.26    Advisory  Agreement,  dated May 1, 1998, between the Registrant and REI
         (Incorporated by reference to Exhibit 10.7 of the REI Form 8-K)

10.27    Indemnification  Letter  Agreement,  dated  May 1,  1998,  between  the
         Registrant  and REI  (Incorporated  by reference to Exhibit 10.8 of the
         REI Form 8-K)

10.28    $8,775,000  Secured Promissory Note, dated March 2, 1999, issued by the
         Registrant  to GATX  (Incorporated  by reference to Exhibit 10.2 of the
         GATX Form 8-K)

10.29    $4,725,000  Secured Promissory Note, dated March 2, 1999, issued by the
         Chadmoore  Communications,  Inc. to GATX  (Incorporated by reference to
         Exhibit 10.3 of the GATX Form 8-K)

10.30    Security  Agreement,  dated March 2, 1999, between the Registrant,  its
         subsidiaries and GATX (Incorporated by reference to Exhibit 10.4 of the
         GATX Form 8-K)

10.31    Guarantee,   dated  March  2,  1999,   between  the   Registrant,   its
         subsidiaries and GATX (Incorporated by reference to Exhibit 10.5 of the
         GATX Form 8-K)

10.32    Warrant to Purchase  1,822,500  Shares of Common Stock,  dated March 2,
         1999, issued to GATX  (Incorporated by reference to Exhibit 10.6 of the
         GATX Form 8-K)

10.33    Aggreement  dated November 11, 1998,  engaging  Private Equity Partners
         LLC as financial advisors.  (Incorporated by reference to Exhibit 10.33
         to the Registrant's Form 10-KSB for the year ended December 31, 1998)

10.34    Agreement dated March 7, 1999,  engaging Private Equity Partners LLC as
         financial advisors.  (Incorporated by reference to Exhibit 10.34 to the
         Registrant's Form 10-KSB for the year ended December 31, 1998)

11.1     Calculation of Weighted Average Shares Outstanding

23.1     Consent of KPMG, LLP  (Incorporated by reference to Exhibit 23.1 to the
         Registrant's Form 10-KSB for the year ended December 31, 1998)

27.1     Financial Data Schedules, 1999

27.2     Financial Data Schedules, 1998

*  Indicates a management contract or compensatory plan or arrangement.

                                       30
<PAGE>
(b)         Current Reports on Form 8-K

            None
















                                       31
<PAGE>
                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Exchange Act, the  registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                         Chadmoore Wireless Group, Inc.

                         By: /s/ Richard C. Leto
                            ----------------------------------
                            Richard C. Leto
                            Chief Financial and Accounting Officer

                         By: /s/ Robert W. Moore
                            ----------------------------------
                            Robert W. Moore
                            President and Chief Executive Officer


                         By: /s/ Rick D. Rhodes
                            ----------------------------------
                            Rick D. Rhodes
                            Chief Regulatory Officer


                         Date: August 13, 1999


























                                       32
<PAGE>
                                  EXHIBIT INDEX

   EXHIBIT
   NUMBER                    DESCRIPTION
   -------                   -----------

   11             Computation of per share amounts (1)

   27.1           Financial Data Schedule 1998 (1)

   27.2           Financial Data Schedule 1997 (1)


(1)      Filed herewith.

<TABLE>
(11) COMPUTATION OF PER SHARE AMOUNTS

                                                                           Six months ended               Three months ended
                                                                                June 30                        June 30
                                                                      ----------------------------------------------------------
                                                                           1999           1998           1999           1998
                                                                      -------------  -------------  -------------  -------------
<S>                                                                   <C>            <C>            <C>            <C>
Net loss                                                              $ (5,578,433)  $ (3,706,456)  $ (2,809,387)  $ (1,907,310)
  Series B preferred stock dividend                                        (17,578)       (56,486)             -        (45,754)
  Series C redeemable preferred
     stock dividend and accretion                                         (249,249)       (68,929)      (169,376)       (68,929)
                                                                      -------------  -------------  -------------  -------------
Loss applicable to common shareholders                                $ (5,845,260)  $ (3,831,871)  $ (2,978,763)  $ (2,021,993)
                                                                      =============  =============  =============  =============


Basic and diluted weighted average shares outstanding                   52,798,790     32,165,900     54,098,532     41,871,315

Common equivalent shares  representing  shares issuable upon exercise   17,319,599     30,589,119     17,319,599     30,589,119
of stock options

Add back of common equivalents shares due to antidilutive shares       (17,319,599)   (30,589,119)   (17,319,599)   (30,589,119)

                                                                      -------------  -------------  -------------  -------------
Dilutive adjusted weighted average shares                               52,798,790     32,165,900     54,098,532     41,871,315

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


Basic net loss per share                                                     (0.11)         (0.12)         (0.06)         (0.05)

Diluted net loss per share                                                   (0.11)         (0.12)         (0.06)         (0.05)














                                       33
</TABLE>