UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                             FORM 10-Q/A
                           AMENDMENT NO. 2

           QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

                 For the quarter ended June 30, 1998

                Commission file Number      333-38567



                 WORLD WIRELESS COMMUNICATIONS, INC.
        (Exact name of registrant as specified in its charter)



                      Nevada                          87-0549700
       (State or 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 July 30, 1998, there were 11,237,144 shares of the
registrant's Common Stock, par value $0.001, issued and outstanding.

<PAGE>

                              TABLE OF CONTENTS

                                                                      PAGE
PART I.  Financial Information

Item 1.  Financial Statements:

         Condensed Consolidated Balance Sheets (Unaudited) -
         June 30, 1998 and December 31, 1997. . . . . . . . . . . . . . 1

         Condensed Consolidated Statements of Operations
         (Unaudited) - for the Six Months ended June 30, 1998
         and 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

         Condensed Consolidated Statements of Cash Flows
         (Unaudited) - for the Six Months ended June 30, 1998
         and 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

         Notes to Condensed Consolidated Financial Statements
         (Unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . 6

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations. . . . . . . . . . . . . . 8

PART II. Other Information

Item 2   Changes in Securities and Use of Proceeds. . . . . . . . . . . 11

Item 5   Other Information. . . . . . . . . . . . . . . . . . . . . . . 12

Item 6  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . 12

        Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . 14

<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.    Financial Statements


                 WORLD WIRELESS COMMUNICATIONS, INC.
                           AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS
                             (UNAUDITED)



                                ASSETS

                                                       June 30,    December 31,
                                                         1998          1997
                                                     -----------   -----------
Current Assets
 Cash and cash equivalents                           $ 1,151,201   $   218,234
 Investment in securities available for sale             170,242       188,354
 Trade receivables, net allowance                        607,584       345,433
 Other receivables                                       119,371        49,208
 Inventory                                               490,658       496,432
 Prepaid expenses                                        232,143       232,143
                                                     -----------   -----------
       Total Current Assets                            2,771,199     1,529,804
                                                     -----------   -----------

Equipment                                              2,620,749     1,589,248
 Less accumulated depreciation                          (823,939)     (455,985)
                                                     -----------   -----------
       Net Equipment                                   1,796,810     1,133,263
                                                     -----------   -----------
Goodwill, net of accumulated amortization              6,131,813     6,934,803
                                                     -----------   -----------
Other Assets, net of accumulated amortization            444,083       535,154
                                                     -----------   -----------

Total Assets                                         $11,143,905   $10,133,024
                                                     ===========   ===========

The accompanying notes are an integral part of these condensed
financial statements.
                                1
<PAGE>

                 WORLD WIRELESS COMMUNICATIONS, INC.
                           AND SUBSIDIARIES
          CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
                             (UNAUDITED)

                 LIABILITIES AND STOCKHOLDERS' EQUITY


                                                      June 30,     December 31,
                                                        1998           1997
                                                     -----------   ------------
Current Liabilities
 Trade accounts payable                              $   487,038   $   524,093
 Accrued liabilities                                     660,804       466,183
 Notes payable - current portion                       2,557,523       814,925
 Capital lease obligation  - current portion             381,917            -
                                                     -----------   -----------

  Total Current Liabilities                            4,087,282     1,805,201
                                                     -----------   -----------
Long-Term Liabilities
 Notes payable                                             7,041        34,977
 Capital lease obligation                                433,018            -
                                                     -----------   -----------
Total Liabilities                                      4,527,341     1,840,178
                                                     -----------   -----------
Stockholders' Equity
 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:
   11,235,186 shares at June 30, 1998 and
   10,225,260 shares at December
   31, 1997                                               11,300        10,225
 Additional paid-in capital                           22,373,489    20,915,068
 Unearned compensation                                        -     (1,410,509)
 Receivable from shareholder                             (57,097)      (18,409)
 Accumulated deficit                                 (15,806,370)  (11,316,883)
 Accumulated other comprehensive income                   95,242       113,354
                                                     -----------   -----------
  Total Stockholders' Equity                           6,616,564     8,292,846
                                                     -----------   -----------

Total Liabilities and Stockholders' Equity           $11,143,905   $10,133,024
                                                     ===========   ===========

The accompanying notes are an integral part of these condensed
financial statements.
                                     2
<PAGE>

                      WORLD WIRELESS COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (UNAUDITED)
<TABLE>
<CAPTION>

                                     For the Three Months        For the Six Months
                                        Ended June 30,              Ended June 30,
                                  -------------------------   -------------------------
                                      1998         1997          1998          1997
                                  -----------   -----------   -----------   -----------
 <S>                             <C>           <C>           <C>           <C>
 Sales                            $ 1,058,074   $ 1,183,167   $ 2,366,957   $ 1,875,494

 Cost of Sales                        900,129       626,449     1,556,577     1,070,097
                                  -----------   -----------   -----------   -----------

 Gross Profit                         157,945       556,718       810,380       805,397
                                  -----------   -----------   -----------   -----------
 Expenses
    Research and development        1,272,763       424,417     1,936,512     1,846,938
    Selling, general &
     administrative                 1,269,140       696,254     2,654,236     1,380,840
    Amortization of goodwill          401,495       396,482       802,990       602,996
    Interest expense                  201,076        13,606       225,657        22,597
                                  -----------   -----------   -----------   -----------
       Total Expenses               3,144,474     1,530,759     5,619,395     3,853,371
                                  -----------   -----------   -----------   -----------

 Gain from Sale of Business
  Assets                                  -             -         319,528            -
                                  -----------   -----------   -----------   -----------

 Net Loss                         $(2,986,529)  $  (974,041)  $(4,489,487)  $(3,047,974)
                                  ===========   ===========   ===========   ===========
 Basic and Diluted Loss Per
  Common Share                    $     (0.27)  $     (0.10)  $     (0.42)  $     (0.36)
                                  ===========   ===========   ===========   ===========
 Weighted Average Number of
  Common Shares Used in Per
  Share Calculation                11,141,692     9,398,213    10,807,073     8,440,219
                                  ===========   ===========   ===========   ===========
</TABLE>

            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                     For the Three Months         For the Six Months
                                        Ended June 30,              Ended June 30,
                                  -------------------------   -------------------------
                                      1998         1997          1998          1997
                                  -----------   -----------   -----------   -----------
<S>                              <C>           <C>           <C>           <C>
 Net Loss                         $(2,986,529)  $  (974,041)  $(4,489,487)  $(3,047,974)

 Other Comprehensive Income
  Unrealized loss on investments
   in securities available-
   for-sale                           (18,112)           -        (18,112)           -
                                  -----------   -----------   -----------   -----------

 Comprehensive Loss               $(3,004,641)  $  (974,041)  $(4,507,599)  $(3,047,974)
                                  ===========   ===========   ===========   ===========
<FN>
  The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
                                     3
<PAGE>


                      WORLD WIRELESS COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)

                                                       For the Six Months
                                                          Ended June 30,
                                                     ------------------------
                                                        1998          1997
                                                     -----------  -----------
 Cash Flows From Operating Activities
  Net loss                                           $(4,489,487) $(3,047,974)
  Adjustments to reconcile net loss
    to net cash used by operating  activities:
    Amortization of goodwill                             802,990      413,003
    Depreciation and amortization of other assets
     and debt discount                                   519,057       91,341
    Purchased research and development                   300,000    1,258,000
    Compensation from stock options granted              506,890      265,500
    Valuation allowance on inventory and
     other assets                                        239,066           -
    Gain on sale of business assets                     (319,528)          -
    Changes in operating assets and liabilities,
       net of effects of business acquired:
       Accounts receivable, net of allowance            (250,904)    (380,126)
       Inventory                                        (158,647)      (5,840)
       Other assets                                       (2,406)       1,792
       Accounts payable                                  (37,055)     (92,413)
       Accrued liabilities                               207,025     (405,111)
                                                     -----------  -----------
  Net Cash and Cash Equivalents Used By
   Operating Activities                               (2,682,999)  (1,901,828)
                                                     -----------  -----------
 Cash Flows From Investing Activities
    Payments for the purchase of property
     and equipment                                      (141,231)    (404,381)
  Proceeds from sale of SecuriKey business               372,499           -
  Advance payments to affiliates to be acquired               -      (133,764)
  Loan to a related company                              (56,410)          -
  Proceeds from receivable from shareholder               10,000           -
                                                     -----------  -----------
  Net Cash and Cash Equivalents Provided By
    (Used By) Investing Activities                       184,858     (538,145)
                                                     -----------  -----------
 Cash Flows From Financing Activities
  Proceeds from issuance of common stock               1,047,407    3,195,251
  Proceeds from borrowings, net of discount            2,900,000       50,000
  Principal payments on notes payable                   (389,665)    (135,436)
  Principal payments on capital lease obligation        (126,634)          -
                                                     -----------  -----------
  Net Cash and Cash Equivalents Provided By
   Financing Activities                                3,431,108    3,109,815
                                                     -----------  -----------
 Net Increase In Cash and Cash Equivalents               932,967      669,842
 Cash and Cash Equivalents- Beginning of Period          218,234       37,278
                                                     -----------  -----------
 Cash and Cash Equivalents - End of Period           $ 1,151,201  $   707,120
                                                     ===========  ===========
                                                                   (Continued)

The accompanying notes are an integral part of these condensed
financial statements.
                                     4
<PAGE>

                      WORLD WIRELESS COMMUNICATIONS, INC
                               AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                 (UNAUDITED)


 Supplemental Cash Flow Information -
                                                       For the Six Months
                                                          Ended June 30,
                                                    -------------------------
                                                         1998        1997
                                                     -----------  -----------
    Interest Paid                                    $    35,306  $     8,186

 Noncash Investing and Financing Activities -

 During the six months ended June 30, 1997, $1,970 in long-term debt was
 converted into 5,630 shares of common stock at $0.35 per share.  The
 Company issued 1,798,100 shares of common stock and 201,900 stock options
 in exchange for all of the issued and outstanding common stock of Digital
 Radio. In January and February 1997, which was prior to the effective date
 of the merger, the Company advanced $118,764 to Digital Radio. In
 conjunction with the merger, liabilities were assumed as follows:

    Fair value of assets acquired                     $ 1,112,399
    Purchased research and development                  1,258,000
    Goodwill                                            7,885,075
    Common stock issued and stock options granted      (8,674,062)
                                                      -----------
    Liabilities Assumed                               $ 1,581,412
                                                      ===========

 During the six months ended June 30, 1998, the Company entered into certain
 capital leases for computer equipment and related software valued at
 $900,993.  The Company issued a total of 98,926 shares of common stock of
 which 10,000 shares, valued at $75,000, or $7.50 per share, were issued as
 a preliminary cost towards obtaining a manufacturing contract, 60,000
 shares, valued at $300,000, or $5.00 per share, were issued as payment for
 radio technology, 5,000 shares, valued at $25,000, or $5.00 per share, were
 issued in exchange for a note receivable, and 256,926 shares were issued on
 the exercise of stock options by an employee, for which the Company
 received a note in the amount of $47,852.

 The accompanying notes are an integral part of these condensed
 financial statements.

                                     5
<PAGE>

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


 NOTE 1 - INTERIM CONDENSED 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, 1997 annual financial statements of the Company.  The results of
 operations for the six month period ended June 30, 1998 are not necessarily
 indicative of the operating results to be expected for the full year.

 NOTE 2-COMMON STOCK

 During the second quarter of 1998, the Company issued 176,000 shares on the
 exercise of options for which the Company received $62,170 in cash, with an
 average exercise price of $0.35 per share.

 NOTE 3-ACQUISITION OF PURCHASED RESEARCH & DEVELOPMENT

 In May 1998, the Company acquired proprietary and intellectual property
 rights in and to spread spectrum radio technology which has been accounted
 for as purchased research and development.  The acquisition of this
 technology provides the Company with the ability to modify and update the
 technology for use in its other radio products.  The purchase price was
 $305,651, of which $300,000 was paid by the issuance of 60,000 common
 shares valued at $5.00 per share, with the balance being paid in cash for
 closing and related costs. Additionally, the Company loaned $66,450 to the
 seller to retire certain business debts. Of this amount, $41,450 was paid
 in cash and carries simple interest at 10%.  The balance of $25,000 was
 advanced through the issuance of 5,000 common shares, valued at $5.00 per
 share, to two creditors of the seller. The seller executed an unsecured
 promissory note which is due on demand after the earlier of (1)
 registration by the Company of the 60,000 shares of common stock or (2)
 June 22, 1999.

 NOTE 4-RESTATEMENT

 The Company corrected the amortization period for goodwill associated
 with the acqusition of Digital Radio from 15 to 5 years. As a result
 of the change in the amortization period, amortization of goodwill for
 the three and six months ended June 31, 1998 increased $279,263 and
 $558,526, respectively. As a result of this change, net loss for the
 three months ended June 30, 1998 increased $279,263, or $0.03 per share,
 and net loss for the six-months ended June 30, 1998 increased $558,526
 or $0.06 per share.

 NOTE 5-BRIDGE LOANS

 In May 1998, the Company executed certain bridge loans, in the amount of
 $2,500,000. The notes were initially issued with interest at 10%, and later
 the notes were  modified, retroactively, to bear interest at 16%.  The
 interest is payable quarterly, commencing on August 15, 1998.

 The notes are due on May 15, 1999 and are secured by substantially all of
 the assets of the Company.  The notes become due earlier on a pro-rated
 basis if the Company receives proceeds from issuance of equity securities.
 Proceeds from additional issuances to the Company's principal shareholders
 are exempt from this requirement. The notes may be voluntarily prepaid,
 without penalty or premium, in whole or in part, at any time.  Any
 prepayment must include all accrued interest on the principal being
 prepaid, through the date of prepayment.

                                     6
<PAGE>

 In conjunction with these notes, the Company issued warrants to purchase
 250,000 shares of common stock at an exercise price of $3.00 per share,
 which was later reduced to $0.75 per share.  The warrants expire on May 15,
 2003.  The quantity of warrants are subject to adjustment under certain
 circumstances, such as stock splits.  In the event the Company fails to
 repay the notes at their maturity, the Company can be required to issue
 warrants to purchase up to an additional 333,333 shares common stock,
 exercisable for up to five years at an exercise price of $2.50 per share,
 payable at the rate of 83,333 shares of common stock for each 90-day period
 during which the default continues.  The Company is obligated to register
 the underlying shares and bear the cost burden of such registration.

 The detachable warrants had a fair value of $867,856, or $3.47 per warrant
 on the date issued, which has been accounted for as a discount of the
 related notes and was credit to additional paid-in capital. The remaining
 $1,632,144 of the proceeds was allocated to notes payable. The fair value
 of the warrants was estimated on the date issued using the Black-Scholes
 option-pricing model with the following assumptions: dividend yield of
 0.0%, expected volatility of 64.0%, risk-free interest rate of 5.0% and
 expected life of the warrants of 5 years. Interest expense from the
 amortization of the discount on the notes payable was $108,482 during the
 three months ended June 30, 1998.

 NOTE 6-REPURCHASE OF UNVESTED EMPLOYEE STOCK OPTIONS

 In April 1998, the Board of Directors approved the repurchase of 638,236
 unvested employee stock options which were for $6,382, or $0.01 per share
 granted during the fourth quarter of 1997. The Company has recognized
 compensation expense, relating to these options, of  $412,005 in the first
 quarter of 1998 and $94,886 in April 1998.

 As a result of the repurchase, the Company eliminated $903,619 of
 unrecognized deferred compensation.

 NOTE 7-SUBSEQUENT EVENTS

 In  July  1998, the Company entered into a building lease and will bring
 together, its corporate headquarters, manufacturing facilities and its main
 engineering facilities.  The Company anticipates moving into these new
 facilities in October 1998.

 The lease is for a period of seven years with a monthly lease payment of
 $23,922 and annual increases of  2.5%.  Total future minimum lease payments
 are $2,166,588.

                                     7
<PAGE>

 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 June 30, 1998 and 1997
 -----------------------------------------
 Sales in the six-month period ended June 30, 1998, were $2,366,957 compared
 to sales of $1,875,494 during the six-month period ended June 30, 1997. The
 Company's principal source of revenue for the six months ended June 30,
 1998, was a design and development contract with Williams Telemetry, a
 Williams company, in the amount of $1,766,073. Other significant revenues
 include contract manufacturing of $283,660 and sales of the Company's own
 branded goods of $219,625. Significant revenues for 1997 were derived from
 an engineering contract with Kyushu Matsushita Electric Co. ("KME") in the
 amount of $1,164,000 and contract manufacturing services, including sales
 of SecuriKey products, of $711,494. The SecuriKey business was sold to a
 prior employee/shareholder and no revenues were recorded in 1998.

 Cost of sales for the six months ended June 30, 1998, were $1,556,577
 compared to cost of sales for the six-month period ended June 30, 1997, of
 $1,070,097. Cost of sales as a percentage of sales increased from 57% to
 66% in the current period. The related gross profit for the six months
 ended June 30, 1998 was $810,380 or 34% of sales compared to $805,397 or
 43% of sales for the six-month period ended June 30, 1997. The decline in
 gross profit resulted from a change in the mix of revenues (fee for
 services versus contract manufacturing) and costs charged to engineering
 contracts that were not billable.

 The Company incurred research and development costs of $1,936,512 during
 the six months ending June 30, 1998, relating to the development of
 existing proprietary technology that the Company believes it will be able
 to sell to existing customers and subsequently modify at the customers'
 expense. Additionally, resources were expended for the development of the
 Company's proprietary radios. Included in the $1,936,512 is $305,651 of
 purchased research and development expense arising out of the acquisition
 of radio technology in May 1998. The amount spent on research and
 development for the current period was greater than the amount spent for
 the six month period ended June 30, 1997 of $1,846,938, of which $1,258,000
 was for purchased research and development expense arising out of the
 acquisition of Digital Radio in February 1997.

 The Company's selling, general and administrative expenses for the six
 months ended June 30, 1998 increased to $2,654,236 from $1,380,840 for the
 six-month period ended June 30, 1997. Included in the $2,654,236 is
 $410,582 of non-cash compensation relating to the grant of stock options in
 December 1997. Such increase also reflected a substantial increase in the
 number of employees of the Company to approximately 90 in the current year
 as compared to approximately 50 employees at June 30, 1997. Subsequent to
 June 30, 1998, the Company reduced its employees by approximately 20%. In
 addition, the Company increased the number of its higher paid employees as
 a result of acquisitions in 1997. The Company also increased staffing in
 anticipation of the launch of the Company's proprietary radio products. The
 increase in costs was also attributable to its maintenance of duplicate
 administrative facilities and related administrative expenses by virtue of
 its two business locations in Utah. Management anticipates the elimination
 of duplicate administrative efforts by consolidating into one facility
 during October 1998.

 Interest expense for the six months ended June 30, 1998, increased to
 $225,657 from $22,597 for the six-month period ended June 30, 1997, which
 increase was attributable to the greater amount of the Company's
 outstanding borrowings during the current year.

 The Company's net loss of $4,489,487 for the six months ended June 30,
 1998, represents an increase from the net loss of $3,047,974 for the six
 months ended June 30, 1997, as a result of the above items.

                                     8
<PAGE>

 During April 1998, the Board of Directors approved the repurchase of
 unvested employee stock options at a price of $0.01 per share. These
 options were granted during the fourth quarter of 1997. The repurchase
 enables the Company to discontinue charging the difference between fair
 market value in the stock at the time of option grant and the option
 exercise price to operations.

 Liquidity and Capital Resources
 -------------------------------
 The Company's liquidity at June 30, 1998 decreased compared to June 30,
 1997.  Current assets increased by $815,901, although, short term
 borrowings increased by $3,284,583.

 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 or around 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 $2.50 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.
 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, the Company anticipates obtaining additional financing of at least
 $5,000,000 through the sale of its equity securities but no such financing
 has been consummated. Moreover, there can be no assurance that the Company
 will be able to obtain any additional capital or, if so, on terms
 acceptable to it.

 On December 19, 1997, the Company received initial orders for equipment
 from Williams Telemetry, a Williams company. The orders cover a variety of
 products, such as the WinGate(TM), radio transmitters and receivers and
 spread spectrum transceivers. These radio products were designed by, and
 with the WinGate, will be manufactured by the Company and will be used by
 Williams Telemetry through its information gathering system. Initial
 shipments began during July, 1998 and are anticipated to increase
 significantly during calendar 1999. Total shipments under the contract are
 expected to be completed in full by the end of the year 2000. If all
 expectations are met, sales under the orders would potentially reach $70
 million. Order quantities and shipping dates, however, are subject to
 adjustment by Williams upon 90-day notice prior to the scheduled delivery
 date, if its customers or other factors beyond its control make such
 adjustment necessary. At the present time, therefore, orders can be
 considered "firm" as to quantities and delivery dates only with respect to
 units scheduled for shipment in the following quarter.

 The Company also contracted with Williams for project management and
 engineering design and support services relative to the Williams Telemetry
 network on a fee-for-service basis.

 Outlook
 -------
 The statements contained in this Outlook are based on current expectations.
 These statements are forward looking and actual results may differ materially.

 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.

 Management believes that the Company's relationship with Williams will
 result in significant increases in sales of its radio products for use in
 the Williams Telemetry Network. Significant increases in sales, however,
 would 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 investigating the prospects of a private placement and 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.

                                9
<PAGE>

 The Company entered into a 7-year lease for a 34,000 square foot facility
 in West Valley City, Utah.  Occupancy date is October 15, 1998.  The
 Company will consolidate its American Fork, Utah 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 (KME) that calls
 for royalty payments upon shipment of certain KME products.  Management
 believes shipments of KME products containing the company's technology will
 begin during the third quarter of 1998, and that royalty payments from the
 contract will begin during the fourth quarter of 1998.  Additionally,
 management intends to enter into follow-on  contracts with KME , whereby
 the Company receives fees during the early stages of the agreement and is
 entitled to royalties or gross profit splits based upon its customers'
 sales of products into which the technology has been incorporated. 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. Royalties or gross profit
 splits resulting from sales of products using the technology developed
 under the contract would enhance the Company's profitability if and when
 received.

 In anticipation of obtaining additional design and development contracts,
 management must continually recruit and hire additional RF (radio
 frequency), software, firmware and digital engineers. 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 work stations,
 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.

 Impact of the Year 2000
 -----------------------
 Many computer systems experience problems handling dates beyond the year
 1999. The Company continues to evaluate its computer systems and believes,
 based upon representations from its software suppliers, that its operating
 systems are substantially year 2000 compliant. In addition, the Company is
 implementing validation procedures designed to evaluate the year 2000
 exposure of its significant suppliers, other vendors and customers whose
 systems may impact the Company's operations. However, it is impossible for
 the Company to monitor the systems of all with whom it interacts, and there
 can be no assurance that the failure of their systems would not have
 material adverse impacts on the Company's business and operations.

                                     10
<PAGE>

 PART II. OTHER INFORMATION

Item 2.    Changes in Securities and Use of Proceeds

      1.   In April, 1998, the Company issued for cash 80,000 shares of its
     Common Stock to Brian Pettersen at a price of $0.35 per share pursuant
     to his exercise of certain stock options.  The shares were issued in
     reliance upon Section 4(2) of the Securities Act of 1933, as amended
     (the "Act") and Rule 506 of Regulation D promulgated thereunder. The
     Company believes that Mr. Pettersen is an accredited investor.

      2.   In May, 1998, the Company issued for cash 1,000 shares of its
     Common Stock to Stuart Biddulph at a price of $2.00 per share pursuant
     to his exercise of certain stock options.  The shares were issued in
     reliance upon Section 4(2) of the Act and Rule 506 of Regulation D
     promulgated thereunder.  The Company believes that Mr. Biddulph, as an
     officer and employee of the Company, either alone or through a
     purchaser representative, has such knowledge in business and financial
     matters at to be able to evaluate the merits and risks of an investment
     in the Company.

      3.   In May, 1998, the Company issued for cash 54,000 shares of its
     Common Stock to Gary Peterson at a price of $0.33 per share pursuant to
     his exercise of certain stock options.   The shares were issued in
     reliance upon Section 4(2) of the Act and Rule 506 of Regulation D
     promulgated thereunder.  The Company believes that Mr. Peterson, as an
     officer and employee of the Company, either alone or through a
     purchaser representative, has such knowledge in business and financial
     matters as to be able to evaluate the merits and risks of an investment
     in the Company.

      4.   In May, 1998, the Company issued 60,000 shares of its Common
     Stock to Asyst, Inc. valued at $5.00 per share for partial
     consideration to purchase assets from Asyst, Inc.  The shares were
     issued in reliance upon Section 4(2) of the Act and Rule 506 of
     Regulation D promulgated thereunder.  The Company believes that Asyst,
     Inc., either alone or through a purchaser representative, has such
     knowledge in business and financial matters as to be able to evaluate
     the merits and risks of an investment in the Company.

      5.   In May, 1998, the Company issued 5,000 shares of its Common
     Stock, 2,500 shares each to Gerald Van Mondfrans and Robert Hall valued
     at $5.00 per share.  The shares were issued in connection with the
     asset purchase from Asyst, Inc., discussed above, and were issued for
     an unsecured demand note receivable from the two individuals.  The
     shares were issued in reliance upon Section 4(2) of the Act and Rule
     506 of Regulation D promulgated thereunder.  The Company believes that
     Mr. Mondfrans and Mr. Hall, either alone or through a purchaser
     representative, has such knowledge in business and financial matters as
     to be able to evaluate the merits and risks of an investment in the
     Company.

      6.   In May, 1998, the Company executed notes payable of $2,500,000 of
     its 10% Senior Secured Notes maturing on May 15, 1999 (the "1998
     Notes"), and warrants to purchase 250,000 shares of its Common Stock at
     an exercise price of $3.00 per share expiring on May 15, 2003, to the
     seven purchasers listed and in the amount set forth below:

                            Principal Amount    Number of Shares
      Name of                     of                 of Common
     Purchaser                 1998 Note      Stock Subject to Warrants
   ---------------------------------------------------------------------
   The McCloskey Trust         $ 1,100,000           110,000
   DPM Investment Corp.        $   100,000            10,000
   Frying Pan Partners, LLC    $   100,000            10,000
   CJL Investments, LLC        $   200,000            20,000
   Warren Palitz               $   125,000            12,500
   Scott Ryan                  $   125,000            12,500
   K.R. Braithwaite            $   750,000            75,000

                                     11
<PAGE>

   The 1998 Notes were subsequently modified retroactively to bear a 16%
   interest rate.  The 1998 Notes and the warrants to purchase the Company's
   Common Stock listed above were issued in reliance upon Section 4(2) of
   the Act and Rule 506 of Regulation D promulgated thereunder.  The Company
   believes that each of the above purchasers is an accredited investor.

    7.  In May, 1998, the Company issued for cash 2,000 shares of its Common
   Stock to Russel Redgate at a price of $2.00 per share.  The shares were
   issued in reliance upon Section 4(2) of the Act and Rule 506 of
   Regulation D promulgated thereunder.  The Company believes that Mr.
   Redgate is an accredited investor.

    8.  In June, 1998, the Company issued for cash 41,000 shares of its
   Common Stock to Brian Pettersen at a price of $0.35 per share pursuant to
   his exercise of certain stock options.  The shares were issued in
   reliance upon Section 4(2) of the Act and Rule 506 of Regulation D
   promulgated thereunder.  The Company believes that Mr. Pettersen is an
   accredited investor.


 Item 5. Other Information

           During the second quarter  James L. O'Callaghan joined the Company
    as Chief Financial Officer.

 Item 6. Exhibits and Reports on Form 8-K

(a)   The following documents are filed as part of this
	report: Financial Statements of the Company (unaudited), including
	Condensed Consolidated Balance Sheets, Condensed Consolidated
	Statements of Operation, Condensed Consolidated Statements of Cash
	Flow and Notes to Financial Statements as at and for the period
	ended June 30, 1998. The Exhibits which are listed on the Exhibit Index
	attached hereto.


                                          EXHIBIT INDEX

No.   Description
3.1    Articles of Incorporation of the Company and all amendment thereto*
3.2    Bylaws of the Company*
4.1    Form of Common Stock Certificate*
4.2    Form of Subscription Agreement used in private financing providing for
       registration rights*
5.     Opinion of Connolly Epstein Chicco Fosman Engelmyer & Ewing regarding
       the legality of securities being registered*
10.1   1997 Stock Option Plan*
10.2   DRCC Omnibus Stock Option Plan*
10.3   Development and License Agreement dated April 4, 1997, between DRCC and
       Kyushu Matsushita Electric Co., Ltd.*
10.4   Amended and restated Technical Development and Marketing Alliance
       Agreement dated September 15, 1997, between the Company and Williams T
       Elemetry Services, Inc.*
10.5   Lease Agreement dated May 17, 1995, between DRCC and Pracvest Partnership
       relating to the Company's American Fork City offices and facility*
10.6   Lease Agreement dated February 12, 1996, between the Company the
       Green/Praver, et al., relating to the Company's Salt Lake offices*
10.7   Shareholders Agreement dated May 21, 1997 between the Company, DRCC,
       Philip A. Bunker and William E. Chipman, Sr.*
10.8   Asset Purchase Agreement dated October 31, 1997, between the Company
       and Austin Antenna, Ltd.*
10.9   Stock Exchange Agreement dated October 31, 1997, between the Company,
       TWC, Ltd. and the shareholders of TWC, Ltd.*
10.10  Settlement Agreement, Mutual Waiver and Release of All Claims dated
       November 11, 1997 between Digital Radio Communications Corp. and
       Digital Scientific, Inc.*
10.11  Agreement (updated) between the Company, Xarc Corporation and Donald J.
       Wallace relating to the Company's acquisition of Xarc Corporation.*
10.12  Promissory Note dated December 4, 1997, by the Company, payable to
       William E. Chipman, Sr. in the principal amount of $125,000*
10.13  Promissory Note dated November 13, 1997, by the Company, payable to T.
       Kent Rainey in the principal amount of $200,000*
10.14  Investment Banking Services Agreement dated November 19, 1997, between
       The Company and Paine Webber Incorporated*
10.15  $40,000 Promissory Note dated December 24, 1997, payable to Electronic
       Assembly Corporation*
10.16  $400,000 Promissory Note dated January 8, 1998, payable to Tiverton
       Holdings Ltd.*
10.17  Loan Agreement by and among the Registrant and the Bridge Noteholders
       dated as of May 15, 1998*
10.18  Amendment and Waiver Agreement by and among the Registrant and the
       Bridge Noteholders ddated August 7, 1998*
10.19  Amendment and Waiver Agreement by and among the Registrant and the
       Bridge Noteholders dated September 11, 1998*
10.20  Loan Agreement by and among the Registrant and the Bridge Noteholders
       dated as of May 15, 1998 (Previously filed), together with the Notes,
       Pledge/Security Agreement, Pledgee/ Representative Agreement,
       Subordination, and Registration Rights Agreement*
10.21  Separation and Mutual Release Agreement between the Registrant and
       William E. Chipman, Sr. dated as of May 26, 1998*+
10.22  Registration Rights Agreement by and among the Registrant and the
       purchases of common stock issued pursuant to the Registrants
       Confidential Private Placement Memorandum dated September 9, 1998, as
       amended*
10.23  Employment Agreement between the Registrant and James O'Callaghan dated
       May 20, 1998*+
10.24  Lease agreement between the Registrant and NP#2 dated as of July 29,
       1998 relating to the premises at 2441 South 3850 West, West Valley City,
       Utah 84120*
10.25  Agreement between KME and the Registrant dated October 19, 1998 relating
       to the Registrant's providing of technical assistance and development
       relating to the Gigarange telephone*
10.26  Agreement between KME and the Registrant dated as of May 1, 1998 relating
       to the Panasonic MicroCast System*
10.27  General and Mutual Release Agreement between the Registrant and Phil
       Acton dated November 8, 1998*+
10.28  Agreement and Waiver Agreement by and among the Registrant and the
       Bridge Noteholders dated Novebmer 25, 1998*
10.29  1998 Employee Incentive Stock Option Plan*+
10.30  1998 Non-qualified Stock Option Plan*+
10.31  Amendment of Agreement by and among the Registrant and the Bridge
       Noteholders dated as of March 26, 1999*
10.32  Loan Agreement by and among the Registrant and the Senior Secured
       Noteholders dated as of May 14, 1999, together with the Notes, Pledge/
       Security Agreement, Pledgee Representative Agreement, Subordination
       and Registration Rights Agreement*
27     Financial Data Schedules**


--------------
** Filed herewith
 * Filed previously
 + Management contract or compensatory plan or arrangement filed previously


(b)	No reports on Form 8-K were filed by the Registrant during
	the quarterly period covered by this report.

                                     13
<PAGE>

                                  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.


                                  World Wireless Communications


 Date: October 7, 1999            By: /S/ David D. Singer
                                  ---------------------------
                                      David D. Singer
                                      President, Chief Executive Officer
                                      Principal Accounting Officer