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 MARCH 31, 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 MAY 7, 1999 ISSUER HAD 39,368,024 SHARES OF COMMON STOCK, $.001 PAR VALUE,
OUTSTANDING.


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




<PAGE>
                                      INDEX

PART I - FINANCIAL INFORMATION                                             PAGE

ITEM 1.  FINANCIAL STATEMENTS - Unaudited

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

            Consolidated Statements of Operations for the three months
            ended March 31, 1999 and 1998                                    4
            
            Consolidated Statement of Redeemable Preferred Stock and
            Shareholders' Equity for the three months ended March 31,
            1999                                                             5

            Consolidated Statements of Cash Flows for three months
            ended March 31, 1999 and 1998                                    6

            Condensed Notes to Interim Consolidated Financial
            Statements                                                      7-13

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         PLAN OF OPERATIONS                                                14-17

PART II - OTHER INFORMATION 

ITEM 1.  LEGAL PROCEEDINGS                                                 18-20

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                           21

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                     21

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS               21

ITEM 5.  OTHER INFORMATION                                                   21

ITEM 6.  EXHIBITS AND CURRENT REPORTS ON FORM 8-K                            22

SIGNATURES                                                                   27









                                  2

<PAGE>
<TABLE>
<CAPTION>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                      March 31, 1999 and December 31, 1998

                                                                                        March 31,       December 31,
                                                                                          1999             1998
                                                                                       (Unaudited)
                                                                                      ------------     ------------

                                     ASSETS
<S>                                                                                   <C>              <C>
Current assets:
   Cash                                                                               $  5,202,585     $    578,677
   Accounts receivable, less allowance for doubtful accounts of $19,500 and $13,000        861,258          582,817
   Other receivables, less allowance for doubtful accounts of $133,639 and $133,639        140,672          136,288
   Inventory                                                                               197,345          169,520
   Deposits and prepaids                                                                   205,578          134,228
                                                                                      ------------     ------------
              Total current assets                                                       6,607,438        1,601,530

Property and equipment, net                                                             12,881,897       12,681,753     
                                                                                                                   
Intangible assets, net                                                                  40,215,440       41,118,012
                                                                                                                   
Other non-current assets, net                                                            1,075,989          119,166
                                                                                                  

                                                                                      ------------     ------------
              Total assets                                                            $ 60,780,764     $ 55,520,461
                                                                                      ============     ============


                     LIABILITIES, REDEEMABLE PREFERRED STOCK
                            AND SHAREHOLDERS' EQUITY

Liabilities:
   Current maturities of long-term debt                                               $  4,820,426     $  8,255,174
   Accounts payable and accrued liabilities                                              5,013,642        6,807,158
   License option commission payable - current                                           1,072,214        3,412,000
   Unearned revenue                                                                        632,924          506,056            
   Other current liabilities                                                               730,508          707,039
                                                                                      ------------     ------------

              Total current liabilities                                                 12,269,714       19,687,427
                                                                                                                   
Long-term debt                                                                          22,070,141        8,152,589
License option commission payable - non-current                                          1,476,550                -
                                                                                      ------------     ------------
              Total Liabilities                                                         35,816,405       27,840,016

Minority interests                                                                         586,650          533,690

Commitments and contingencies
Redeemable preferred stock:
   Series C, 4% cumulative, 10,119,614 shares issued and outstanding                     1,054,868          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 outstanding                       -               21
   Common stock, $.001 par value, authorized 100,000,000 shares,
      37,496,928 and 36,504,324 shares issued and outstanding                               37,497           36,504
   Additional paid-in capital                                                           66,775,987       66,856,832
   Accumulated deficit                                                                 (43,490,643)     (40,721,597)
                                                                                      ------------     ------------
              Total shareholders' equity                                                23,322,841       26,171,760
                                                                                      ------------     ------------
              Total liabilities, minority interests, redeemable preferred
                stock and shareholders' equity                                        $ 60,780,764     $ 55,520,461
                                                                                      ============     ============

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

                                       3
<PAGE>
<TABLE>
<CAPTION>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                 Unaudited Consolidated Statements of Operations
                For the Three Months Ended March 31, 1999 and 1998


                                                                                        March 31,        March 31,
                                                                                          1999             1998
                                                                                                         Restated
                                                                                      ------------     ------------
<S>                                                                                   <C>              <C>
Revenues:
   Service revenue                                                                    $  1,028,349     $    371,578
   Equipment sales and maintenance                                                         233,964          144,514
                                                                                      ------------     ------------
                                                                                         1,262,313          516,092
                                                                                      ------------     ------------

Operating expenses:
   Cost of service revenue                                                                 283,495           83,075
   Cost of equipment sales and maintenance                                                 136,736           99,798
   General and administrative                                                            2,314,163        1,285,650
   Depreciation and amortization                                                           443,999          194,134
                                                                                      ------------     ------------
                                                                                         3,178,393        1,662,657
                                                                                      ------------     ------------
Loss from operations                                                                    (1,916,080)      (1,146,565)
                                                                                      ------------     ------------
Other (expense):
   Minority interest in earnings                                                           (52,960)          (9,297)
   Interest expense, net                                                                  (605,039)        (460,370) 
   Standstill agreement expense                                                                  -         (182,914)
                                                                                      ------------     ------------
                                                                                          (657,999)        (652,581)
                                                                                      ------------     ------------
Net loss before extraordinary item                                                      (2,574,079)      (1,799,146)
Extraordinary loss on early extinguishment of debt                                        (194,967)               -
                                                                                      ------------     ------------
Net loss                                                                              $ (2,769,046)    $ (1,799,146)
Series B preferred stock dividend                                                          (17,578)         (40,692)
Series C redeemable preferred stock dividend and accretion                                 (79,873)               -
                                                                                      ------------     ------------
Loss applicable to common shareholders                                                $ (2,866,497)    $ (1,839,838)
                                                                                      ============     ============

Per Share of Common Stock:
Net loss per share before extraordinary item                                                 (0.06)           (0.08)
Extraordinary loss per share on early extinguishment of debt                                 (0.00)               -
                                                                                      ------------     ------------
Net loss per share                                                                    $      (0.06)    $      (0.08)
                                                                                      ============     ============
Series B preferred stock dividend per share                                                  (0.00)           (0.00)
Series C redeemable preferred stock dividend and accretion per share                         (0.00)               -
                                                                                      ------------     ------------
Basic and diluted loss per share of Common Stock                                      $      (0.06)    $      (0.08)
                                                                                      ============     ============
Basic and diluted weighted average shares outstanding                                   51,484,605       22,339,773
                                                     
                                                                                      ============     ============


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



                                       4
<PAGE>
<TABLE>
<CAPTION>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
 Unaudited Consolidated Statements of Redeemable Preferred Stock and Shareholders' Equity
                    For the Three Months ended March 31, 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>           <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)           -            -
                                   
Series C redeemable preferred stock
 dividends and accretion                 -     79,873       -       -            -        -      (79,873)           -      (79,873)
Net loss                                 -          -       -       -            -        -            -  ( 2,769,046)  (2,769,046)
                                ========== ==========  ======= =======  ==========  =======  =========== ============ ============ 
Balance at March 31, 1999       10,119,614 $1,054,868      263 $    -   37,496,928  $37,497  $66,775,987 $(43,490,643) $23,322,841
                                ========== ==========  ======= =======  ==========  =======  =========== ============ ============ 



 See accompanying condensed notes to unaudited interim consolidated financial statements

</TABLE>


















                                        5
<PAGE>
<TABLE>
<CAPTION>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                 Unaudited Consolidated Statements of Cash Flows
               For the Three Months Ended March 31, 1999 and 1998

                                                                   March 31,         March 31,
                                                                     1999              1998
                                                                                     Restated
                                                                ---------------   --------------
<S>                                                             <C>               <C>
Cash flows from operating activities:
 Net loss                                                       $  (2,769,046)    $  (1,799,146)
 Adjustments to reconcile net loss to net cash used in
   operating activities:
      Minority interest                                                52,960             9,297
      Depreciation and amortization                                   443,999           194,134
      Provision (recovery) for losses on accounts receivable            6,500           (28,400)
      Standstill agreement                                                  -           182,914
      Extinguishment of debt                                           94,847                 - 
      Amortization of debt discount                                   429,003           310,392
      Amortization of debt issuance costs                              22,913                 -
      Options issued for services                                           -            15,040
                                 
      Change in operating assets and liabilities:
        Decrease (increase) in accounts receivable
           and other receivables                                     (289,322)           26,779
        Decrease (increase) in inventory                              (27,825)            4,371
        (Increase) in deposits and prepaids                           (71,350)         (193,839)
        Increase in unearned revenues                                 126,865            90,285
        Increase (decrease) in accounts payable and     
           accrued liabilities                                     (1,793,516)           67,474
        Increase in other current liabilities                          23,469           140,924
                                                                ---------------  ---------------
Net cash used in operating activities                              (3,750,503)         (979,775)
                                                                ---------------  ---------------
Cash flows from investing activities:                   
     Purchase of license options                                      (59,898)          (99,999)
     Purchases of property and equipment                             (544,909)         (293,297)
                                                                ---------------  ---------------
Net cash used in investing activities                                (604,807)         (393,296)
                                                                ---------------  ---------------
Cash flows from financing activities:                   
     (Increase) in debt issuance costs                             (1,074,583)         (144,852)
     Payments of long-term debt                                    (3,446,199)         (190,784)
     Proceeds from issuance of long-term debt                      13,500,000         1,613,020
                                                               ----------------  ---------------
Net cash provided by financing activities                           8,979,218         1,277,384
                                                               ----------------  ---------------
Net increase (decrease) in cash                                     4,623,908           (95,687)
Cash at beginning of period                                           578,677           959,390
                                                               ----------------  ---------------
Cash at end of period                                          $    5,202,585    $      863,703
                                                               ================  ===============
                                                       
 See Note 8 for supplemental disclosure on non-cash investing and financing activities
 See accompanying condensed notes to unaudited interim consolidated financial statements
</TABLE>

                                       6
<PAGE>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
     Condensed Notes to Unaudited Interim Consolidated Financial Statements
                                 March 31, 1999


(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

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

PRINCIPLES OF CONSOLIDATION

The 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,  plus in the  case of
telephone interconnect service,  revenue is recognized based 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.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

                                        7
<PAGE>
The  accounting  standards  executive  committee  of the  American  Institute of
Certified Public Accountants has issued Statement of Position 98-5 "Reporting on
Costs of Start-Up  Activities"  ("SOP  98-5").  SOP 98-5  requires  the costs of
start-up  activities,  as  defined,  to be  expensed  as  incurred.  SOP 98-5 is
effective  for fiscal years  beginning  after  December  15,  1998.  The Company
adopted this standard on January 1, 1999 and will expense start up activities as
incurred  after  that  date.  The  adoption  of SOP 98-5 did not have a material
effect on the Company's financial position or results from operations.

In June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments and Hedging Activities",  ("SFAS 133"). The Company expects to adopt
the  new  statement  effective  January  1,  2000.  The  statement   establishes
accounting  and reporting  standards  that require every  derivative  instrument
(including  certain  derivative  instruments  embedded  in other  contracts)  be
recorded in the balance  sheet as either an asset or  liability  measured at its
fair  value.  SFAS 133  requires  that  changes in the fair value be  recognized
currently in earnings unless specific hedge accounting criteria are met. Special
accounting for qualifying  hedges allows the gains and losses on a derivative to
offset related results on the hedged item in the income statement,  and requires
that a company formally document,  designate and assess the effectiveness of the
hedge accounting transaction.  The Company does not anticipate that the adoption
of this statement will have a significant effect on its results of operations or
financial position.

(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 consolidated
interim  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  $5,662,276  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
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.

The Company  believes that during 1999 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 GATX
facility,  but there can be no  assurance  that the Company  will  obtain  these
loans.

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  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 89 markets in which  full-scale  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.

(3) FCC LICENSES AND RIGHTS TO ACQUIRE FCC LICENSES

Intangible  assets  consist of FCC licenses,  which are recorded at cost and are
authorized by the Federal Communications Commission ("FCC") and allow the use of
certain communications frequencies.  FCC licenses have a primary term of five or
ten years and are renewable for additional  five-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 license and related  costs are  amortized  using the  straight-line
method over 20 years.

Intangible assets consist of the following:

                                        8
<PAGE>
                                          March 31,          December 31,
                                            1999                 1998
                                         (Unaudited)
                                      ------------------   ------------------

     FCC licenses                          $ 36,859,513         $ 37,669,351
     Rights to acquire licenses               3,991,633            3,985,133
                                      ------------------   ------------------
                                             40,851,146           41,654,484
     Less accumulated amortization                          
                                               (635,706)            (536,472)
                                      ==================   ==================
                                           $ 40,215,440         $ 41,118,012
                                      ==================   ==================


(4) 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:

                                                    March 31,    December 31,
                                                       1999          1998
                                                   (Unaudited)
                                                   -----------  ---------------

    Land                                            $  102,500    $  102,500
    Buildings and improvements                         400,185       395,659
    SMR systems and equipment                       13,497,783    12,862,618
    SMR systems in process                             405,600       554,200
    Furniture and office equipment                     364,706       310,886
                                                    ----------    ----------
                                                    14,770,774    14,225,863
    Less accumulated depreciation and amortization  (1,888,877    (1,544,110)
                                                    ----------    ----------
                                                   $12,881,897   $12,681,753


(5) 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")  (see 1998 Form  10-KSB).  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 market price when due (at
the Company's  option).  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 on the due date and was payable in September  1998.  As of
March  31,  1999,  the  Company  received  a notice  of  default  under  the New
Debenture,  but had not made any payments  torwards 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.



                                        9
<PAGE>
On March 2, 1999, pursuant to a senior secured loan agreement ("GATX Facility"),
the Company  borrowed  $13.5 million from GATX.  Pursuant to the GATX  Facility,
GATX,  at its sole  discretion,  has the  option to make  available  up to $13.5
million in additional funds, within 120 days.

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. The loan is secured by substantially all the assets of the
Company;  provided,  however, that if the full $27 million is not made available
within 120 days of funding,  certain  assets will be released  from security and
the number of the warrants will be reduced proportionately.

In conjunction with the GATX Facility the Company has prepaid and terminated the
Motorola loan facility and the MarCap facility.  All security  interests related
to the  Motorola  Loan  Facility  and  the  MarCap  Facility  were  concurrently
released.  The Company  paid  $94,847 for debt  issuance  costs and  $100,120 of
prepayment  penalties  related  to  these  loans.  These  are  reflected  as  an
extraordinary  item  in  the  accompanying   unaudited   consolidated  financial
statements at March 31, 1999.

In  addition,  the Company  incurred  debt  issuance  costs  related to the GATX
Facility totaling $1,074,583.  These costs will be amortized using the effective
interest method,  or a method that  approximates the effective  interest method,
over the life of the loan.

As of March 31, 1999,  the Company was not in compliance  with the debt covenant
related to current ratio for the GATX  Facility.  However,  the  necessary  debt
waiver was obtained,  and the Company has  classified  the  appropriate  portion
(maturing after one year) as long-term debt.

(6) 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 three months
ended  March 31, 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 Common Stock.

(7)  MANDITORILY 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 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.

(8)       NON-CASH EVENTS

SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES

                                       10
<PAGE>
During the three  months  ended March 31, 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.

During the three  months March 31, 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  $1,548,555  of notes
payable,  net of discount,  to exercise certain license  options.  Conversion of
79,519  shares of Series B  Preferred  into  1,803,052  shares of Common  Stock.
Issuance  of 22,095  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.

SUPPLEMENTAL DISCLOSURE OF CASH PAID FOR TAXES AND INTEREST

During the three  months  ended March 31, 1999 and 1998 the Company paid no cash
for taxes.  During the three  months  ended  March 31, 1999 and 1998 the Company
paid cash of $55,973 and $27,578, respectively for interest.

(9) RELATED PARTY TRANSACTIONS

During the three months ended March 31, 1999 and 1998 the Company paid  $878,573
and $122,903,  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.  Jeffrey A.  Lipkin  and  Joseph J.  Finn-Egan,  managing  partners  for
Recovery, are Directors of the Company.

(10)     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  and filing 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 been unable to fulfill 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.


                                       11
<PAGE>
However,  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.

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's  Public  Notice,  and the Company has asked that relief be reinstated
for its affected  licenses.  Additionally,  on February 1, 1999,  the Company in
conjunction  with other affected 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  specific
instructions  from the court to reinstate the licenses for which relief had been
denied.  Oral argument before the Court was held on May 4, 1999. Other similarly
situated  licensees also have filed petitions for relief. No specific  timetable
is available  in order to assist the  Company's  Management  to predict with any
reasonable  degree of accuracy  when final action on these  proceedings  will be
forthcoming.  However,  as argument on the case was heard by the Court on May 4,
1999  Management  expects that the Court's  opinion will be forthcoming no later
than the third quarter 1999. The Company does not believe it to be probable that
it will not be  provided  relief  on the  licenses  potentially  subject  to the
Goodman Chan Proceedings.  However there can be no assurance that relief will be
granted.  Approximately  650 of those licenses  purchased by or under Option and
Management  Agreements with the Company are among those which the FCC now states
will not be afforded  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 consolidated financial statements.

                                       12
<PAGE>
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 March 31, 1999, the  Company  had
purchased approximately $5.0 million toward this purchase commitment.



(11)     SUBSEQUENT EVENTS

On April 12, 1999 the Company  issued,  to the New Debenture  holder,  1,871,096
shares of the  Company's  restricted  Common  Stock  representing  a payment  of
$916,837  toward the principal  and interest of the New Debenture  (see Footnote
5).






































                                       13
<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 three months
ended March 31, 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

Total revenues for the three months ended March 31, 1999  increased  $746,221 or
144.6% to  $1,262,313  from  $516,092  for the three months ended March 31, 1998
reflecting  increases of $656,771 and $89,450,  or 176.8% and 61.9%,  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 81.5% for the three months
ended March 31, 1999 from 72.0% for the three months  ended March 31,  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 and the Company  receives only 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 increase
slightly in future periods as existing markets mature and as additional  markets
are rolled out utilizing indirect distribution through local dealers.

The 176.8% increase in service revenue, from $371,578 for the three months ended
March 31, 1998 to  $1,028,349  for the three months  ended March 31,  1999,  was
driven by an increase of,  approximately  20,350,  in the number of  subscribers
utilizing the Company's SMR systems.  An increase of 180.8%,  from approximately
11,250 at March 31, 1998 to approximately 31,600 at March 31, 1999. The increase
in subscribers was primarily due to full-scale  implementation of service by the
Company in 57 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 $89,450 or 61.9%,
from  $144,514  for the three  months  ended March 31, 1998 to $233,964  for the
three  months  ended  March  31,  1999,  was   attributable   to  the  increased
availability  of capital in the first  quarter of 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.

Cost of service revenue increased by $200,420,  or 241.3%,  from $83,075 for the
three  months  ended March 31, 1998 to $283,495 for the three months ended March
31, 1999. This increase was primarily due to SMR system site expenses associated
with additional markets being placed in service. Gross margin on service revenue
decreased  from 77.6% for the three months ended March 31, 1998 to 72.4% for the
three months ended March 31, 1999. This is attributed to an increased  number of
markets  that  have not  reached  the  maturity  stage  (generally  six to eight
months).  In general,  service revenue has a lower cost of sales associated with
it and  therefore a higher  gross margin  percentage  than  equipment  sales and
maintenance revenue.

Cost of equipment sales and maintenance  revenue increased by $36,938, or 37.0%,
from $99,798 for the three months ended March 31, 1998 to $136,736 for the three
months ended March 31, 1999.  This  increase is due to the increase in equipment
sales  and  


                                       14
<PAGE>
maintenance  revenue  from the  related  periods.  Gross  margin  on
equipment sales and maintenance  revenue increased to 41.6% for the three months
ended March 31, 1999 from 30.9% for the three months ended March 31, 1998.  This
is  attributable  to  additional  sales being  derived  from higher  margin used
equipment.

General and  administrative  expenses  increased by $1,028,513,  or 80.0%,  from
$1,285,650 for the three months ended March 31, 1998 to $2,314,163 for the three
months ended March 31, 1999. Salaries,  wages, and benefits expense (a component
of general and  administrative  expenses)  increased by $445,579 or 98.3%,  from
$453,250  for the three  months  ended March 31, 1998 to $898,829  for the three
months March 31, 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 71.2% for the three months  ended March 31, 1999  compared
with 88.3% for the three  months  ended March 31,  1998.  Remaining  general and
administrative expense increased 70.0% or $582,934,  from $832,400 for the three
months ended March 31, 1998 to  $1,415,334  for the three months ended March 31,
1999.  The  increase in the  remaining  general and  administrative  expense was
primarily  due  to  increases  of  approximately  $170,000  in  advertising  and
marketing, $99,000 in expense associated with non-commercial markets, $60,000 in
travel  associated  with  potential  acquisitions  and  securing  of  additional
funding, $80,000 in legal associated with increased litigation,  and $111,000 in
compensation paid to dealers and partners in the Company's indirect distribution
channels.

Depreciation  and  amortization  expense  increased  $249,865  or  128.7%,  from
$194,134  for the three  months  ended March 31, 1998 to $443,999  for the three
months  ended  March  31,  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  $1,515,736 or 91.2%,
from  $1,662,657 for the three months ended March 31, 1998 to $3,178,393 for the
three  months  ended March 31,  1999,  and the  Company's  loss from  operations
increased  by  $769,515  or  67.1%,  from  $1,146,565  to  $1,916,080,  for such
respective periods.

Interest expense,  net of interest income,  increased  $144,669,  or 31.4%, from
$460,370  for the three  months  ended March 31, 1998 to $605,039  for the three
months ended March 31, 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  $774,933 or 43.1%,  from  $1,799,146 for the three months ended March
31, 1998 to $2,574,079 for the three months ended March 31, 1999.

During the three  months  ended March 31, 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 the MarCap  and  Motorola
facilities.

The Company's net loss  increased  $969,900 or 53.9%,  from  $1,799,146  for the
three months ended March 31, 1998 to $2,769,046 for the three months ended March
31, 1999.  This  increase was primarily the result of an increase of $769,515 in
loss  from  operations  and an  extraordinary  loss  on  extinguishment  of debt
issuance costs of $194,967.

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  additional  amounts  will be  required  for  full-scale
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 $13.5 million under the
GATX Facility (as defined below),  a vendor  financing  arrangement  consummated
with HSI  GeoTrans,  Inc.  ("GeoTrans")  and  possible  other  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'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


                                       15
<PAGE>
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.

During the three months ended March 31, 1999 and 1998, the Company used net cash
in operating  activities of $3,750,503  and  $979,775,  respectively.  The major
non-operations  use of cash for the three  months  ended March 31, 1999 and 1998
was the acquisition of communications assets. The major non-operations source of
cash for the three months  ended March 31, 1999 and 1998 was  proceeds  from the
issuance of long-term debt.

On March 2, 1999, pursuant to a Senior Secured Loan Agreement ("GATX Facility"),
among the Company and GATX  Capital  Corporation  ("GATX"),  Chadmoore  borrowed
$13.5  million  from GATX.  Pursuant  to the  agreement,  within 120 days of the
funding,  GATX, at its sole  discretion,  has the option to make available up to
$13.5 million in additional funds. Loans under the GATX facility will be made at
an  interest  rate  fixed at the time of the  funding  based on  five-year  U.S.
Treasury notes plus 5.5%, with a five-year  amortization  schedule  following an
interest-only  period. In connection with the GATX Facility 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 issued. The loan is secured by substantially all the assets
of the Company;  provided,  however, that if the additional $13.5 million is not
made  available  within  120 days of March 2,  1999,  certain  assets  including
channels, equipment and the customer base will be released from security and the
number of  warrants  will be  reduced  proportionately.  If  certain  assets are
released,  the  Company  may sell  channels  deemed to be  non-strategic  to its
business plan, or use the collateral to secure other  financing.  In conjunction
with the GATX  Facility the Company has paid and  terminated  the Motorola  Loan
Facility and the MarCap Facility.  Motorola and MarCap concurrently released all
security interests related to the Motorola Loan Facility and the MarCap Facility
(see Item 1 Footnote 5).

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 89 markets in which full-scale 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.

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 is
currently  evaluating,  and  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.

                                       16
<PAGE>
The Company's current  accounting  software is not Year 2000 compliant,  however
the Company has purchased a Year 2000 compliant  version and expects to be fully
compliant by the end of the second quarter of 1999.  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

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 March 31,  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.






















                                       17
<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 and filing 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 been unable to fulfill
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.

However,  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

                                       18
<PAGE>
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's  Public  Notice,  and the Company has asked that relief be reinstated
for its affected  licenses.  Additionally,  on February 1, 1999,  the Company in
conjunction  with other affected 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  specific
instructions  from the court to reinstate the licenses for which relief had been
denied.  Oral argument before the Court was held on May 4, 1999. Other similarly
situated  licensees also have filed petitions for relief. No specific  timetable
is available  in order to assist the  Company's  Management  to predict with any
reasonable  degree of accuracy  when final action on these  proceedings  will be
forthcoming.  However,  as argument on the case was heard by the Court on May 4,
1999  Management  expects that the Court's  opinion will be forthcoming no later
than the third quarter 1999. The Company does not believe it to be probable that
it will not be  provided  relief  on the  licenses  potentially  subject  to the
Goodman Chan Proceedings.  However there can be no assurance that relief will be
granted.  Approximately  650 of those licenses  purchased by or under Option and
Management  Agreements with the Company are among those which the FCC now states
will not be afforded  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 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.


                                       19
<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 will issue 525,000
shares of its Common Stock and the parties will execute 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 consultant and
technical  advisor to CCI concerning  certain  specialized  mobile radio ("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 it does not agree with
Peacock's position 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  matters  before the FCC which may  ultimately
affect the Company's operations.

                                       20
<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.

























                                       21
<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)

                                       22
<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)

                                       23
<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)*

                                       24
<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.

                                       25
<PAGE>
(b)         Current Reports on Form 8-K

(b)(1)      Current  report  on Form 8-K on March 3,  1999  reporting  change in
            Registrant's independent accountants.
     
(b)(2)      Current  report on Form 8-K on March 10,  1999  reporting  change in
            Registrant's independent accountants.

(b)(3)      Current report on Form  8-K/A on March  16,  1999  reporting  senior
            secured  loan  agreement  between the  Registrant  and GATX  Capital
            Corporation.
















                                       26
<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: May 17, 1999
















                                       27
<PAGE>
EXHIBITS AND CURRENT REPORTS ON FORM 8-K


   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)
<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)


<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)*
<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.