UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                            _____________________
                                  FORM 10-Q
                            _____________________
                                       
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                             EXCHANGE ACT OF 1934
                                       
                     For the quarter ended March 31, 1999
                                       
                       Commission file number 333-38567
                      __________________________________
                                       
                                       
                     WORLD WIRELESS COMMUNICATIONS, INC.
            (Exact name of registrant as specified in its charter)
                                       
                                       
    
                   Nevada                            87-0549700
         -------------------------------         -------------------
         (State of other jurisdiction of         (I.R.S. employer
         incorporation or organization)          identification No.)
                                       
                                       
             2441 South 3850 West, West Valley City, Utah    84120
             -----------------------------------------------------
             (Address of principal executive offices)   (Zip Code)
    
    
             Registrant's telephone number:    (801) 575-6600 
    
                                       
   Indicate by check mark whether registrant (1) filed all reports required
   to be filed by Section 13 or 15 (d) of the Exchange Act during the
   preceding 12 months (or for such shorter period that the registrant was
   required to file such reports), and (2) has been subject to such filing
   requirements for the past 90 days.  Yes   X      No __.
   
   As of May 3, 1999 there were 16,950,855 shares of the Registrant's Common
   Stock, par value  $0.001, issued and outstanding.
   

                                       
 PART I FINANCIAL INFORMATION
 
 Item 1.   Financial Statements
 
                     WORLD WIRELESS COMMUNICATIONS, INC.
                               AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (UNAUDITED)
                                       
                                       
                                       
                                    ASSETS
                                       
                                                  March 31,   December 31,
                                                    1999          1998
                                                 ___________   ___________
 Current Assets
     Cash and cash equivalents                   $   861,297   $   614,897
     Investment in securities available-for-sale     137,648       137,648
     Trade receivables, net of allowance of
      $65,000                                        515,805       327,387
     Other receivables                               107,163        77,005
     Inventory                                       477,000       550,239
     Prepaid expenses                                 22,265        18,594
                                                 ___________   ___________
        Total Current Assets                       2,121,178     1,725,770
                                                 ___________   ___________
 
 Equipment                                         2,093,308     2,085,930
     Less accumulated depreciation                (1,276,527)   (1,047,285)
                                                 ___________   ___________
        Net Equipment                                816,781     1,038,645
                                                 -----------   -----------
 Goodwill, net of accumulated amortization           907,695       957,794
           
 Other Assets, net of accumulated amortization       395,775       414,381
                                                 ___________   ___________
 
 Total Assets                                    $ 4,241,429   $ 4,136,590
                                                 ===========   ===========

                                                                (CONTINUED)
 
 The accompanying notes are an integral part of these condensed consolidated
 financial statements.
 
 
 
                     WORLD WIRELESS COMMUNICATIONS, INC.
                               AND SUBSIDIARIES
              CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
                                 (UNAUDITED)
 
         
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
                                                  March 31,   December 31,
                                                    1999          1998
                                                 -----------   -----------
 Current Liabilities
     Trade accounts payable                      $   478,373   $   982,506
     Accrued liabilities                             895,084       880,638
     Notes payable                                 2,301,124     2,992,858
     Obligations under capital lease -
      current portion                                185,732       197,626
                                                 -----------   -----------
        Total Current Liabilities                  3,860,313     5,053,628
                                                 -----------   -----------
 Long-Term Obligations Under Capital Lease            62,476        84,968
                                                 -----------   -----------
 Stockholders' Equity (Deficit)                
     Preferred stock - $0.001 par value;
      1,000,000 shares authorized; no shares
      issued                                              -             -
     Common stock  - $0.001 par value; 
      50,000,000 shares authorized; issued
      and outstanding: 16,950,855 shares
      at March 31, 1999  and 13,920,400
      shares at December 31, 1998                     16,950        13,920
     Additional paid-in capital                   28,406,418    25,419,026
     Unearned compensation                           (57,750)      (70,518)
     Receivable from shareholder                     (66,828)      (66,828)
     Accumulated deficit                         (28,042,798)  (26,360,254)
     Accumulated other comprehensive income           62,648        62,648
                                                 -----------   -----------
        Total Stockholders' Equity (Deficit)         318,640    (1,002,006)
                                                 -----------   -----------
 Total Liabilities and Stockholders' 
  Equity (Deficit)                               $ 4,241,429   $ 4,136,590
                                                 ===========   ===========
 
 The accompanying notes are an integral part of these condensed consolidated
 financial statements.
 
       
                      WORLD WIRELESS COMMUNICATIONS, INC.
                               AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (UNAUDITED)
       
                                                   For the Three Months
                                                      Ended March 31,
                                                 -------------------------
                                                    1999           1998
                                                 -----------   -----------
       
       Sales                                     $ 1,033,375   $ 1,308,883
       
       Cost of Sales                                 821,685       656,448
                                                 -----------   -----------
       Gross Profit                                  211,690       652,435
                                                 -----------   -----------
       Expenses
         Research and development expense            241,265       663,749
         General and administrative expenses       1,132,758     1,385,096
         Amortization of goodwill                     50,099       122,232
         Interest expense                            474,794        24,581
                                                 -----------   -----------
           Total Expenses                          1,898,916     2,195,658
                                                 -----------   -----------
       Loss From Operations                       (1,687,226)   (1,543,223)
       
       Interest Income                                 4,682            -
       
       Other Income                                       -        319,528
                                                 -----------   -----------
       Net Loss                                  $(1,682,544)  $(1,223,695)
                                                 ===========   ===========
      
       Basic and Diluted Loss Per Common Share   $     (0.10)  $     (0.12)
                                                 ===========   ===========
       Weighted Average Number of Common Shares
        Used in Per Share Calculation             16,474,289    10,468,831
                                                 ===========   ===========
       
       
       The accompanying notes are an integral part of these condensed
       consolidated financial statements.
       
       
       
                            WORLD WIRELESS COMMUNICATIONS, INC.
                                      AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (UNAUDITED)
       
       
                                                      For the Three Months
                                                        Ended March 31, 
                                                    -------------------------
                                                       1999          1998
                                                    -----------   -----------
    Cash Flows From Operating Activities
      Net Loss                                      $(1,682,544)  $(1,223,695)
      Adjustments to reconcile net loss
       to net cash used by operating activities:
         Amortization of goodwill                        50,099       122,232
         Depreciation and amortization                  247,848       166,497
         Amortization of debt discount                  216,963            -
         Amortization of unearned compensation           38,686            -
         Stock issued for interest                       93,698            -
         Stock issued for services                      172,466            -
         Compensation from stock options granted         21,540       412,005  
         Gain on sale of business                            -       (319,528)
         Changes in operating assets and liabilities:
            Accounts receivable                        (218,576)     (148,973)
            Inventory                                    73,239        37,621   
            Prepaid expenses                             (3,671)       (2,256)  
            Accounts payable                           (504,133)       99,845
            Accrued liabilities                          14,446        (4,849)
                                                    -----------   -----------
         Net Cash and Cash Equivalents Used By 
          Operating Activities                       (1,479,939)     (861,101)
                                                    -----------   -----------
    Cash Flows From Investing Activities
      Payments for the purchase of property 
       and equipment                                     (7,378)      (51,437)
      Proceeds from sale of business assets and 
       property                                              -        372,499
      Proceeds from receivable from shareholder              -         10,000
                                                    -----------   -----------
         Net Cash and Cash Equivalents Provided 
          by (Used by) Investing Activities              (7,378)      331,062
                                                    -----------   -----------
    Cash Flows From Financing Activities
      Proceeds from issuance of common stock          1,876,800       957,267  
      Proceeds from exercise of stock options                -         27,970   
      Proceeds from borrowings, net of discounts             -        414,246  
      Principal payments on notes payable              (108,697)     (361,211)
      Principal payments on obligation under 
       capital lease                                    (34,386)      (53,154)
                                                    -----------   -----------
         Net Cash and Cash Equivalents Provided 
           By Financing Activities                    1,733,717       985,118  
                                                    -----------  ------------
    Net Increase In Cash and Cash Equivalents           246,400       455,079  
                                                        
    Cash and Cash Equivalents - Beginning
     of Period                                          614,897       218,234
                                                    -----------  ------------
    Cash and Cash Equivalents - End of Period       $   861,297  $    673,313
                                                    ===========  ============
                                                                  (CONTINUED)
       
       The accompanying notes are an integral part of these condensed
       consolidated financial statements.
       
       
                     WORLD WIRELESS COMMUNICATIONS, INC.
                               AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                 (UNAUDITED)
       
    Supplemental Cash Flow Information - 
         
       Cash paid for interest was $100,828 and $17,839 for the three months
       ended March 31, 1999 and 1998, respectively.
         
    The accompanying notes are an integral part of these condensed
      consolidated financial statements.
       
       
       
                     WORLD WIRELESS COMMUNICATIONS, INC.
                               AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
       
       
       NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
       
       Interim Condensed Consolidated Financial Statements - The
       accompanying condensed consolidated financial statements are
       unaudited.  In the opinion of management, all necessary adjustments
       (which include only normal recurring adjustments) have been made to
       present fairly the financial position, results of operations and cash
       flows for the periods presented.  Certain information and note
       disclosure normally included in financial statements prepared in
       accordance with generally accepted accounting principles have been
       condensed or omitted.  It is suggested that these condensed
       consolidated financial statements be read in conjunction with the
       financial statements and notes thereto included in the December 31,
       1998 annual report on Form 10-K/A. The results of operations for the
       three month period ended March 31, 1999 are not necessarily
       indicative of the operating results to be expected for the full year. 
       
       NOTE 2 - COMMON STOCK
       
       During February 1999, the Company  issued 2,040,000 common shares for
       cash in the amount of $2,040,000 received in private placement
       offering. In connection with the offering, the Company granted
       options to purchase 200,000 common shares at $1.75 per share within 5
       years, and issued 8,000 shares of common stock as finder's fees. The
       Company also paid $163,200 as finder's fees.

       During March 1999, noteholders converted two unsecurred promissory
       notes totaling $800,000, together with accrued interest, into 893,698
       common shares at $1.00 per share under the terms of a conversion
       privilege granted to the noteholders in December 1998.
            
       During the first quarter of 1999, the Company issued 88,757
       restricted common shares for services valued at $172,466, or $1.74
       per share. 
       
       NOTE 3-BRIDGE LOANS AND WARRANTS
       
       As of March 31, 1999, the Company is carrying $2,395,528 of bridge
       notes payable which mature May 15, 1999. Subsequent to the end of the
       first quarter, the bridge loans, together with accrued interest
       thereon were paid in full. The Company raised financing of $3,250,000 
       on May 14, 1999, which consisted of borrowing $2,600,000 through senior 
       secured 18% notes maturing in one year, issuance of shares of preferred
       stock,madatorily redeemable in one year, for $650,000 and five year 
       detachable warrants to purchase  3,250,000 shares of the Company's 
       common stock. The notes are secured by substantally all of the assets 
       of the Company.


              
       
                     WORLD WIRELESS COMMUNICATIONS, INC.
                               AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
       

       NOTE 4 - COMMITMENTS AND CONTINGENCIES
       
       Legal Proceedings - The Company leased computer-aided design software
       which did not perform as specified; the software, which cost
       $550,887, was returned to the seller. The Company has requested a
       cancellation of the $735,207 debt including a technical support
       agreement in the amount of $184,320. The software vendor, Mentor
       Graphics, Inc., commenced a lawsuit against the Company seeking
       damages of approximately $485,000 plus interest, legal fees and
       expenses arising out of the Company's alleged breach of contract for
       the purchase of software and related items. The Company believes that
       it has adequate defenses against the claim and plans to defend the
       action, although there can be no assurance as to the outcome thereof.
       The Company has made adequate provision in the financial statements
       for any anticipated outcome. 
       
       An investment banking firm commenced a lawsuit against the Company
       seeking to recover damages of $231,129, plus legal fees and expenses.
       In this case, the Company asserted a counterclaim seeking damages of
       approximately $250,000. While the Company believes that it has
       adequate defenses to the claim and that its counterclaim similarly
       has merit, there can be no assurance as to the outcome of the 
       litigation.
       
       Unasserted Claim - The Company received an oral request in 1998 from
       Mr. and Mrs. Richard Austin to rescind the Company's purchase of the
       stock of Austin Antenna Ltd., which closed in 1997. In addition, Mr.
       Austin requested that the Company bear the cost of (i) the legal fees
       and expenses in a litigation commenced against Mr. Austin in a state
       court in Massachusetts brought by Charles Rich seeking damages of
       approximately $50,000 for non-payment of commissions arising out of
       the Company's purchase of Austin Antenna Ltd. and (ii) the unpaid
       finder's fee that is the subject of the litigation. The Company, in
       turn, has advised Mr. and Mrs. Austin that Austin Antenna Ltd. has
       breached its agreement with the Company by, among other things,
       failing to furnish it with proprietary engineering drawings and
       related data that would enable the Company to manufacture the
       antennas now produced by Austin Antennas Ltd., but such data has not
       yet been completely provided to the Company. Although the Company
       believes that its claim against Austin Antenna Ltd. and the claims of
       Mr. and Mrs. Austin will be amicably resolved, there can be no
       assurance as to the outcome thereof.
       
        
                              
       ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
       AND RESULTS OF  OPERATIONS
       
       When used in this discussion, the words "expect(s)", "feel(s)",
       "believe(s)", "will", "may", "anticipate(s)" and similar expressions
       are intended to identify forward-looking statements.  Such statements
       are subject to certain risks and uncertainties, which could cause
       actual results to differ materially from those projected.  Readers
       are cautioned not to place undue reliance on these forward-looking
       statements, and are urged to carefully review and consider the
       various disclosures elsewhere in this Form 10-Q.
       Three Months Ended March 31, 1999 and Three Months Ended March 31, 1998
       
       Sales in the three-month period ended March 31, 1999 were $1,033,375
       compared to $1,308,883 during the three-month period ended March 31,
       1998.  During the first quarter of 1999 the Company derived its
       revenue as follows: engineering services, $644,818, wireless
       products, $28,109, antenna, $85,988 and contract and cable
       manufacturing, $274,460.  During the first quarter of 1998 the
       Company derived its revenue from engineering services $1,104,934, and
       contract and cable manufacturing,  $203,949.
       
       Gross profit in the three-month period ended March 31, 1999 were
       $211,690 compared to $652,435 during the comparable period during
       1998. This decrease is primarily due to two factors: during the first
       quarter of 1998, 84% of the Company's revenues were derived from the
       most profitable segment of the business engineering services compared
       to 62% in the first quarter of 1999.  Also, in the first quarter of
       1998, the Company met certain design and development contract
       milestones for efforts and costs incurred over several preceding 
       periods.
       
       The Company reduced its research and development costs and its
       selling, general, and administrative expenses by $674,822 from
       $2,048,845 in the first quarter in 1998 to $1,374,023 in the first
       quarter in 1999. This reduction was primarily due to the reduction of
       employees from 90 employees in the first quarter of 1998 to 54 in the
       first quarter of 1999.
       
       The amortization of goodwill decreased $72,133 from $122,232 for the
       three-months ending March 31, 1998 to $50,099 for the three-months
       ending March 31, 1999. This decrease is due to the impairment of
       goodwill the Company recognized in the third quarter of 1998.
       
       Interest expense increased  $450,213 from $24,581 for the
       three-months ending March 31, 1998 to $474,794 for the three-months
       ending March 31, 1999. This increase is due to two factors: (1) the
       increased debt from average quarterly debt of $1,210,690 in the first
       quarter of 1998 to average quarterly debt of $2,912,392 in the first
       quarter of 1999 and (2) in May 1998, the Company executed certain
       bridge loans, in the amount of $2,500,000. The bridge loans have
       detachable warrants, which has been accounted for as a discount of
       the related notes and is amortized to interest expense over the life
       of the note.  The amortization of this debt discount was $216,000 in
       the first quarter of 1999, while the Company had no such discount
       expense in the first quarter of 1999.
       
       During January 1998, the Company sold its SecuriKey business assets
       and property including customer lists, technology, equipment and
       related products to a shareholder/employee for $372,499.  The sale
       resulted in a gain of $319,528. During the first quarter of 1999 the
       Company earned $4,682 of interest income.
       
       Liquidity and Capital Resources
       
       The Company's liquidity at March 31, 1999 increased compared to
       December 31, 1998.  Current assets increased by $395,408 although
       short-term borrowings decreased by $1,193,315.
       
       In order to sustain operations, the Company borrowed $2,500,000
       pursuant to an offering of units consisting of (a) its Senior Secured
       Notes, maturing on May 15, 1999 and bearing simple interest at the
       rate of 16% per annum, payable quarterly (the "Notes") and (b)
       warrants to purchase 250,000 shares of the Common Stock exercisable
       for up to five years from the date of issuance at an exercise price
       of $.75 per share (subject to adjustment under certain circumstances,
       such as stock splits).  Moreover, in the event the Company fails to
       pay the Notes at their maturity date, the Company can be required to
       issue warrants to purchase up to an additional 333,333 shares of the
       Company's common stock exercisable for up to five years at an
       exercise price of $2.50 per share (subject to adjustment under
       certain circumstances), payable at the rate of 83,333 shares of
       Common Stock for each 90-day period thereafter during which such
       default continues.  Such offering was made in a private placement
       transaction exempt from registration under the Securities Act of
       1933, as amended.  The Notes are mandatorily prepaid in the event
       that the Company closes an offering of its securities, whether
       through one or more private placements or secondary public offerings,
       in accordance with the formula described below under "Risk of Default
       with Debtholders."
       
       Nevertheless, in management's opinion, the Company will not be able
       to satisfy its needs for additional capital through borrowing, but
       will be able to meet these needs only by issuing additional equity
       securities.  Thus, after May 1998, the Company decided to secure
       additional financing of up to at least $5,000,000 through the further
       sale of its equity securities.  As part of this plan, pursuant to
       certain private placements during the Fall of 1998, the Company
       raised a total of  $1,463,000 through the sale of its Common Stock. 
       In addition, pursuant to its Confidential Private Placement
       Memorandum dated January 24, 1999, as amended (the "Offering"), the
       Company raised additional equity financing in the first quarter of
       1999.  However, there can be no assurance that the Company will be
       able to obtain any additional capital or, if so, on terms acceptable
       to it.
       
       The Company granted the right to two $400,000 note holders on
       December 10, 1998, to convert their notes, together with accrued
       interest, into shares of common stock at $1.00 per share.  Since the
       fair value of the common shares was $1.42 per share at that date, the
       conversion feature was valued at $374,171, which was recognized as
       interest expense on the date granted.  The debt and accrued interest
       was converted into 893,698 common shares on March 4, 1999.
       
       Risk of Default with Debtholders
       
       As stated above, on May 15, 1998, the Company closed an offering
       consisting of $2,500,000 of its Senior Secured Notes (the "Notes")
       and warrants to purchase 250,000 shares of its common stock
       (individually a "Warrant" and collectively the "Warrants") (the "Debt
       Offering").  The Notes originally bore interest at the rate of 10%
       per annum payable quarterly commencing on August 15, 1998, mature on
       May 15, 1999 and are secured by substantially all of the assets of
       the Company.  Pursuant to the terms of the Debt Offering, the Company
       gave the holders of the Notes a first security interest in all of the
       Company's machinery, equipment, automobiles, fixtures, furniture,
       accounts receivable and general intangibles, including any stock in
       any subsidiary, under the Pledge/Security Agreement.
       
       The Company would have been in default under the Pledge/Security
       Agreement on August 15, 1998 because the Company had revenues of less
       than 70% of that projected for the quarter ended June 30, 1998, which
       failure would have constituted an event of default under the Loan
       Agreement between the parties.  In addition, the Company would have
       been in default under the Pledge/Security Agreement on November 19,
       1998 because the Company had revenues of less than 70% of that
       projected for the quarter ended September 30, 1998, which failure
       would have constituted an event of default under the Loan Agreement
       between the parties.  Upon the occurrence of an event of default, the
       holders of the Notes have the right, among other things, to
       accelerate the due date of the Notes to the date of the default and
       to sell the assets of the Company's securing the debt as means of
       repaying the debt.
       
       The Company obtained separate waivers of the default for the quarters
       ended June 30, 1998 and September 30, 1998 from each of the holders
       of the Notes.  As a condition thereto, the Company agreed (a) to
       increase the interest rate of the Notes from 10% to 16%, (b) to
       change the exercise price of each Warrant from $3.00 per share to
       $0.25 per share, (c) to grant the holders of the Notes additional
       warrants to purchase 83,333 shares of the Company's Common Stock at
       an exercise price of $0.25 per share, and (d) to use the proceeds of
       any offering of its securities to prepay the holders of the Notes on
       a pro rata basis (excluding any funds provided therein by Lancer
       Partners L.P., Lancer Offshore L. P., Michael Lauer and their
       affiliates), in accordance with a formula set forth in the revised
       Notes, thereby eliminating the prior $5,000,000 threshold for the
       mandatory prepayment of the Notes, effective in each instance as of
       May 15, 1998.  Thus, during the period from November 25, 1998 through
       January 27, 1999, each Note would have been prepayable as follows:
     
        (a)  25% of the first $1,000,000 of gross proceeds in the case of
             any such transaction occurring between November 25, 1998 and
             January 27, 1999, and 50% of the first $1,000,000 of such
             proceeds raised thereafter;
 
        (b)  50% of the next $2,000,000 of gross proceeds; and
 
        (c)  100% of the gross proceeds in excess of $3,000,000 so raised
             until each Note is paid in full.
 
 In addition, the holders of the Notes agreed to waive any rights under the
 anti-dilution clause under the Warrants arising from the Offering, except
 in the case of sale of any securities of the Company at any price less than
 $0.25 per share, in which event the exercise price of each of the Warrants
 will be changed to such price.  Thus, the Company believes that such
 defaults will not have any material adverse effect on the financial
 condition or business of the Company.
 
 The holders of the Notes and the Company agreed to further changes in the
 mandatory prepayment terms of the Notes pursuant to an Amendment of
 Agreements dated March 25, 1999 in accordance with the revised prepayment
 terms set forth below:
 
     (a)  25% of the first $3,000,000 of gross proceeds in the case of any
          such transaction described above occurring between January 27, 1999
          and May 15, 1999.
 
     (b)  35% of the next $2,000,000 of gross proceeds so raised; and
 
     (c)  50% of the gross proceeds in excess of $5,000,000 so raised until
          May 15, 1999 excluding in any case any funds raised from Lancer
          Partners L.P., Lancer Offshore L.P., Michael Lauer and their
          affiliates.
 
 Thus, this revised mandatory prepayment formula would apply to funds raised
 pursuant to the Company's offering of 5,000,000 shares of its Common Stock
 at $1 per share pursuant to its Confidential Private Placement Memorandum
 dated January 24, 1999.  In consideration for such amendment, the Company
 issued an additional 100,000 warrants at an exercise price of $0.25 per
 share which expire on May 15, 2003. 
 
 The Company was in default under the Pledge/Security Agreement on April 15,
 1999 because the Company had revenues of less than 70% of that projected
 for the quarter ended December 31, 1998, which default would constitute an
 event of default under the Loan Agreement between the parties.   The
 company has not received any notice of default relating to such item. 
 
 However, the Company raised financing of $3,250,000 on May 14, 1999, 
 which consisted of borrowing $2,600,000 through senior secured 18% notes 
 maturing in one year, issuance of shares of preferred stock,madatorily 
 redeemable in one year, for $650,000 and five year detachable warrants 
 to purchase 3,250,000 shares of the Company's common stock. The notes 
 are secured by substantally all of the assets of the Company.
  
 Since the Company will use such funds to pay off the principal amount of
 the Notes of $2,395,528 outstanding and accrued interest of $74,556 in full
 on or immediately after the maturity date of the Notes of May 15, 1999, the
 Notes will have paid in full.  Accordingly, the Company believes that it
 will satisfy its remaining obligations under the Notes in full and does not
 anticipate any further claim with respect thereto, although there can be no
 assurance as to the latter point.  Moreover, there can be no assurance that
 the Company will not commit a default under the 1999 Debt/Equity Offering
 in the future.  In the event that the debtholders sell the Company's assets
 securing the Notes following a current or future default, such sale
 would materially and adversely affect the Company's business and financial 
 condition.
 
 Outlook
 
 The statements contained in this Outlook are based on current expectations.
 These statements are forward looking and actual results may differ 
 materially.
 
 The Company commenced the shifting of its strategic direction during the
 first quarter of 1999. In early 1999, the Company successfully implemented
 its proprietary X-traWeb network for integrating wireless solutions with
 Internet technologies.  The Company's X-traWeb network allows data from a
 remote wireless radio frequency (RF) system to be accessed via a secure,
 encrypted remote location to simplify the control, access and monitoring of
 those devices.  Currently, X-traWeb is used to monitor, via the Internet,
 data on energy use from an automatic meter reading (AMR) system with
 Modesto Irrigation District in Modesto, California.  The Company first
 received orders for the sale of certain of its X-traWeb products during the
 second quarter of 1999.
 
 Applications for X-traWeb in addition to AMR include remote monitoring and
 control of wireless supervisory control and data acquisition (SCADA)
 implementations in the oil and gas pipeline; environmental control; water
 and wastewater management; and heating, ventilation and air conditioning
 (HVAC) industries.  Other applications include data access and monitoring
 for vending machines, medical devices and security systems.
 
 The Company also began the sale of a series of low speed digital radios
 (LSDR's) and related devices to third parties in addition to those sold to
 Williams Wireless Inc., a subsidiary of the Williams Companies, Inc.  The
 Company presently has a number of LSDR models available, three of which
 (the LSDR 100, the 900 MHz Hopper Radio and the 900 MHz Micro-Hopper Radio)
 have been sold to Williams for use and/or testing in the Williams Telemetry 
 Network.
 
 The Company is focussing its resources on promoting the sale of X-traWeb
 products and believes it will achieve significant sales from this source
 during 1999, although there can be no assurance of such a result.  In
 addition, the Company believes it will also derive significant revenue from
 its sale of its proprietary LSDR's in 1999, although there can be no
 assurance of such a result.  Furthermore, the Company believes that it will
 continue to derive revenue from its contract design and development service
 and manufacturing services, although there can be no assurance of the
 amounts to be derived therefrom.
 
 In addition, management believes that as deregulation of natural gas and
 other utilities continues, multiple utility suppliers will be serving a
 given city, neighborhood, or industrial park.  Consequently, it will become
 more difficult and time consuming for utility companies to read meters as
 they will generally not be the provider to every user in the city or
 neighborhood which will increase the cost effectiveness of reading utility
 meters remotely.  Management believes that the Williams Telemetry Network,
 described in detail in the Prospectus dated February 17, 1998, is a viable
 alternative to the current practice of manually reading meters. 
 Additionally, management believes that William's position as an affiliate
 of a major transporter of natural gas in the United States positions it to
 successfully market its telemetry network, which currently is designed to
 use collector and repeater radios supplied by the Company to gather and
 transmit data.
 
 Slower than anticipated market adoption of the Williams AMRS has diminished
 projected revenues from the original estimates of $70 million over the
 years 1998-2000.  However, the Company continues to develop and improve
 AMRS products under contract with Williams to develop principally two
 systems: an Automatic Meter Reading System (AMRS) and a wireless pipeline
 Supervisory Control and Data Acquisition Systems (SCADA). Although there
 are current negotiations in progress for firm commitments from Williams for
 AMRS products at this time, there can be no assurance as to the outcome 
 thereof.
 
 SCADA
 
 Management believes that deregulation of utilities will also increase the
 need for petroleum transporters to monitor and control the distribution of
 their product.  Management believes that wireless data collection and
 transmission systems are optimal solutions for energy transporters whose
 pipelines often traverse remote locations not economically served by
 traditional communicating systems such as telephones.
 
 The Company has delivered initial quantities of SCADA systems to Williams,
 and anticipates receiving orders from Williams for several million dollars
 that will be shipped during 1999.
 
 Management believes that the completion of development of AMRS and SCADA
 systems, along with completion of proprietary radio products, may result in
 significant increases in sales.  However, that may lead to working capital
 requirements which would not be provided for from funds generated by the
 initial sales of the products.  The Company is currently pursuing a private
 placement to raise equity financing and is investigating ultimately a
 secondary public offering to meet its working capital and operating needs. 
 However, there is no assurance that sufficient capital or any capital will
 be raised from such endeavors.
 
 On October 15, 1998, the Company entered into a seven-year lease for a
 34,000 square foot facility in West Valley City, Utah. The Company
 consolidated its American Fork and Salt Lake City, Utah operations and
 staff into the new facility. Management expects the new facility to provide
 sufficient manufacturing and office space for the foreseeable future.
 However, if additional capacity were required, management would consider
 out-sourcing a portion of the manufacturing overload.
 
 If a portion of manufacturing is out-sourced, the Company may lose some
 control over the following areas: cost, timeliness of deliveries and
 quality. However, by out-sourcing a portion of its manufacturing, the
 Company could avoid delays and costs associated with the expansion of its
 own facilities.  The magnitude of any expansion of the Company's
 manufacturing capabilities that is required would be a direct function of
 the sales increase and manufacturing overload, both of which are unknown at
 this time.
 
 The Company anticipates an increase in revenues from the sale and
 manufacturing of the Company's proprietary radio products. The Company will
 market a line of radios to OEM that incorporate them into products such as
 wireless smoke and security alarm systems, ambulatory patient wireless
 monitoring systems, retail point-of-sale systems, and the like. The Company
 has begun providing initial sales samples, and believes there is strong
 customer interest for the products; however, there can be no assurance that
 the Company will be able to manufacture or sell sufficient quantities at
 adequate gross margins to achieve profitability.
 
 The Company completed development under a contract with Kyushu Matsushita
 Electric Co., Ltd. (KME, which is also known as Panasonic) that calls for
 royalty payments upon shipment of certain KME products.  Shipments of KME
 products containing the Company's technology began during the third quarter
 of 1998. Management believes royalty payments from the contract were earned
 during the fourth quarter of 1998, but were subject to recoupment by KME up
 to the first $600,000 of royalties.  Management further believes that the
 Company may become entitled to royalty payments with respect to the first
 quarter of 1999 (which may be paid during the second quarter of 1999),
 although there can be no assurance of such result.  Additionally, the
 Company entered into follow-on fixed fee contracts with KME during 1998. 
 It is management's intent that the fees received will cover the Company's
 costs.  However, these fixed fee arrangements may not cover all of the
 Company's costs incurred in fulfilling any such contract.
 
 In anticipation of obtaining additional design and development contracts,
 management must continually recruit and hire additional RF (radio
 frequency), software, firmware, digital engineers and sales engineers with
 RF experience. It is extremely difficult, time-consuming and expensive to
 find engineers qualified in those fields. There is no assurance the Company
 will be able to locate and hire such qualified engineers.  Associated with
 the hiring of each engineer, is the need for test and development
 equipment, software and workstations, which increases the Company's cash 
 requirements.
 
 In summary, while management is optimistic about the Company's future, it
 is fully aware that anticipated revenue increases from product sales,
 design and development contracts and royalty income are by no means
 assured, and that if such increases do materialize, the requirements for
 capital are substantial, for which there is no present commitment.
 Moreover, there can be no assurance that such capital or other financing
 will be obtained when needed, or, if so, on terms acceptable to the Company.
 
 Statement Regarding Forward-Looking Disclosure
 
 This report includes "forward-looking statements" within the meaning of
 Section 27A of the Securities Act and Section 21E of the Exchange Act which
 represent the Company's expectations or beliefs concerning future events
 that involve risks and uncertainties, including those associated with the
 ability of the Company to obtain financing for its current and future
 operations, to manufacture (or arrange for the manufacturing of) its
 products, to market and sell its products, and the ability of the Company
 to establish and maintain its sales of XtraWeb products. All statements
 other than statements of historical facts included in this Report
 including, without limitation, the statements under "Management's
 Discussion and Analysis of Results of Operations and Financial Condition"
 and "Business" and elsewhere herein, are forward-looking statements. 
 Although the Company believes that the expectations reflected in such
 forward-looking statements are reasonable, it can give no assurance that
 such expectations will prove to have been correct.  Important factors that
 could cause actual results to differ materially from the Company's
 expectations ("Cautionary Statements") are disclosed in this Report,
 including without limitation, in conjunction with the forward-looking
 statements included in this report.  All subsequent written and oral
 forward-looking statements attributable to the Company or persons acting on
 its behalf are expressly qualified in their entirely by the Cautionary 
 Statements.
 
 
 
 
                                  SIGNATURES
                                       
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, the
 registrant has caused this report to be signed on its behalf by the
 undersigned, thereunto duly authorized.
 
 
 Date:   May 14, 1999          World Wireless Communications, Inc.  
 
                               /s/ David D. Singer
                              -------------------------------
                              David D. Singer
                              President and Chief Executive Officer