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

                              FORM 10-Q

           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.)

                                   
150 Wright Brothers Drive, Suite 560, Salt Lake City, Utah     
84116 
     (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.


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                             119,371      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                                     6,969,602    7,214,066
                                                   ----------   ----------
 Other Assets, net of accumulated 
    amortization                                      444,083      535,154
                                                  -----------   ----------
 
 Total Assets                                     $11,981,694  $10,412,287
                                                  ===========   ==========
 
 The accompanying notes are an integral part of these condensed financial 
 statements.




                    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              3,316,897       814,925
      Capital lease obligation -
         current portion                             381,917            - 
  
         Total Current Liabilities                 4,846,656     1,805,201
                                                   ---------    ----------
 Long-Term Liabilities 
      Notes payable                                    7,041        34,977
      Capital lease obligation                       433,018             -
                                                   ----------   ----------
 
         Total Long-Term Liabilities4                 440,059       34,977
                                                    ---------   ----------
 Stockholders' Equity 
      Preferred stock - $0.001 par 
       value; 1,000,000 shares
       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                   21,505,633   20,915,068
      Unearned compensation                                 -   (1,410,509)
      Receivable from shareholder                     (57,097)     (18,409)
      Accumulated deficit                         (14,860,099) (11,037,620)
      Accumulated other comprehensive income           95,242      113,354
                                                   ----------   -----------
        Total Stockholders' Equity                  6,694,979    8,572,109
                                                   ----------   ----------
 
 Total Liabilities and Stockholders' Equity       $11,981,694  $10,412,287
                                                  ===========   ==========
 
 The accompanying notes are an integral part of these condensed financial 
 statements.
 
 

                      WORLD WIRELESS COMMUNICATIONS, INC. 
                                AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (UNAUDITED)
 
  
 
                              For the Three Months        For the Six Months
                               Ended June 30,              Ended June 30,
                         ---------------------------    ---------------------
                              1998           1997          1998         1997
                         ------------   ------------   -----------  ---------
                             
 Sales                 $  1,058,074   $  1,183,167   $ 2,366,957  $ 1,875,494
 
 Cost of Sales              900,129        626,449     1,556,57     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              122,232       396,482      244,464       602,996
     Interest expense         92,594        13,606      117,175        22,597
                       -------------   -----------    ---------     ---------
 
      Total Expenses       2,756,729     1,530,759    4,952,387     3,853,371
                       -------------   -----------   ----------    ----------
 Gain from Sale of 
   SecuriKey Business              -             -      319,528            -
                       -------------   -----------   ----------    ---------- 
     
 Net Loss               $ (2,598,784)   $  (974,041)  $(3,822,479 $(3,047,974)
                       =============     ==========    ==========   =========


 Basic and Diluted 
   Loss Per Common 
   Share               $      (0.23)   $     (0.10)  $    (0.35)  $     (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
                        ===========   ===========    ==========   ===========
 
 


                    CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                                        (UNAUDITED)
 
                         For the Three Months        For the Six Months
                            Ended June 30,             Ended June 30,
                        -----------------------   ------------------------
                               1998        1997          1998         1997
                        -----------   ---------   -----------   -----------
 
 
 Net Loss               $(2,598,784)  $(974,041)  $(3,822,479)  $(3,047,974)
 
 Other Comprehensive Income
  Unrealized loss on 
     investments in 
     securities 
     available-for-
     sale                   (18,112)          -       (18,112)              -
                        -----------   ---------   -----------   -------------
 
 Comprehensive Loss     $(2,616,896)  $(974,041)  $(3,840,591)  $  (3,047,974)
                        ===========   =========   ===========   =============
 
 The accompanying notes are an integral part of these condensed financial 
 statements.



                      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                                      $ (3,822,479)  $(3,047,974)
    Adjustments to reconcile net loss
     to net cash used by operating  activities:
       Amortization of goodwill                        244,464       413,003
       Depreciation and amortization 
            of other assets                            410,575        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 SecuriKey business             (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)


                      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 23,926 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.




 
             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-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.

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 retroactively to $2.50 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.


NOTE 5--REPURCHASE OF UNVESTED EMPLOYEE STOCK OPTIONS

In April 1998, the Board of Directors approved the repurchase of 638,236
unvested employee stock options granted during the fourth quarter of 1997
for $6,382, or $0.01 per share.  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 6--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.  



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 three-month period ended June 30, 1998 were $1,058,074,
compared to sales of $1,183,167 during the three-month period ended June 30,
1997. The Company's principal source of revenue for the quarter ended June
30, 1998 was a design and development contract for Williams Telemetry, a
Williams company, in the amount of $764,796.  Revenues from contract
manufacturing were $186,160 and sales of the Company's own branded goods
were $102,423.  Revenues for 1997 were derived from an engineering contract
with Panasonic in the amount of $864,000 and contract manufacturing services
including sales of SecuriKey products of $319,167.  The SecuriKey business
was sold to a prior employee/shareholder and no revenues 
were recorded in 1998.

Cost of sales for the three months ended June 30, 1998 were $900,129
compared to cost of sales for the three-month period ended June 30, 1997 of
$626,449.  Costs of sales as a percentage of sales increased from 53% to 85%
in the current quarter.  The related gross profit for the three months ended
June 30, 1998 was $157,945 or 15% of sales compared to $556,718 or 47% of
sales for the three-month period ended June 30, 1997.  The decline in gross
profit  resulted from a change in the mix of revenues (fee for services
verses contract manufacturing) and costs charged to engineering contracts
that were not billable. 

The Company incurred research and development costs of $1,272,763 during the
three months ending June 30, 1998, relating to projects for customers for
which there were no present contracts and additional resources were expended
for the development of the Company's proprietary radios.  Included in the
$1,272,763 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 quarter was greater than the total
research and development for the three month period ended June 30, 1997 of
$424,417. 

The Company's selling, general and administrative expenses for the quarter
ended June 30, 1998 increased to $1,269,140 from $696,254 for the
three-month period ended June 30, 1997.  Such increase reflected the
substantial increase in the number of employees of the Company to
approximately 90 in the current quarter which was reduced by 20% subsequent
to June 30, 1998 from approximately 50 during the three-month period ended
June 30, 1997.  In addition, the Company increased the number of its higher
paid employees as a result of acquisitions.  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 duplicative administrative efforts by consolidating into one
facility during October, 1998.  Also, included in the $1,269,140 is $76,858
of non-cash compensation relating to the grant of stock options as discussed
below.  

Interest expense for the quarter ended June 30, 1998 increased to $92,594
from $13,606 for the three-month period ended June 30, 1997 which increase
was attributable to the greater amount of the Company's outstanding
borrowings during the current quarter.

The Company's net loss of $2,598,784 for the three months ended June 30,
1998 represents a increase from the net loss of $974,041 for the quarter
ended June 30, 1997, as a result of the above items.  

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 excise 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.


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 Kyushu Matsushita
Electric Co. ("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 supplies, 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.


PART II. OTHER INFORMATION


Item 5. Other Information

   (a) 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) Exhibits.   None

   (b) Reports on Form 8-K.   None

                                  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:   August 19, 1998           By:  /S/   David D. Singer 
                                  David D. Singer
                                  President and Chief Executive Officer